Terms of Use

1. Acceptance of Terms

Welcome to CareSuite. By accessing or using our website, mobile applications, software, and services (collectively, the "Services"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not access or use the Services.

These Terms constitute a legally binding agreement between you and CareSuite Inc. ("CareSuite," "we," "us," or "our"). Please read them carefully. We may modify these Terms from time to time, and your continued use of the Services constitutes acceptance of any modifications.

2. Definitions

Throughout these Terms, the following definitions apply:

• "Services" means all software, applications, websites, platforms, and services provided by CareSuite, including but not limited to electronic medical records (EMR), laboratory integration, pharmacy management, practice management, patient portal, and analytics tools.
• "User" means any individual or entity that accesses or uses the Services, including patients, healthcare providers, laboratory personnel, pharmacy staff, and administrative users.
• "Patient" means an individual who receives healthcare services and whose health information may be stored or processed through the Services.
• "Healthcare Provider" means licensed healthcare professionals, clinics, hospitals, and other healthcare organizations that use the Services to provide care, manage patient information, or conduct healthcare operations.
• "Business Associate" has the meaning given in HIPAA and refers to third parties that perform functions or activities on behalf of Covered Entities involving protected health information.
• "Protected Health Information" or "PHI" means individually identifiable health information as defined by HIPAA.
• "User Content" means any information, data, text, files, images, or other materials that you upload, submit, store, or transmit through the Services.
• "Account" means the registered account used to access the Services.

3. Eligibility and Registration

3.1 Age Requirement

You must be at least 18 years old to register for an Account or use the Services. By registering, you represent and warrant that you are at least 18 years old.

3.2 Healthcare Provider Eligibility

If you are registering as a healthcare provider, you represent and warrant that:

• You hold and maintain all required licenses, certifications, and credentials to practice your profession in all jurisdictions where you provide services.
• You will use the Services only for lawful healthcare purposes and in compliance with all applicable laws, including HIPAA, HITECH, and state medical privacy laws.
• You are responsible for verifying the identity and authority of all individuals who access the Services through your account.

3.3 Accuracy of Information

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate accounts if we suspect information is inaccurate or incomplete.

4. User Accounts

4.1 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You are solely responsible for all activities that occur under your account. You agree to:

• Use strong passwords and not share them with unauthorized individuals.
• Enable multi-factor authentication when available.
• Notify us immediately of any unauthorized access or use of your account.
• Ensure that you log out of your account at the end of each session.

4.2 Account Types

CareSuite offers different account types with varying permissions and access levels:

• Patient Accounts: For individuals to access their health information, communicate with providers, and manage appointments.
• Provider Accounts: For healthcare professionals to document care, manage patient records, and conduct clinical operations.
• Staff Accounts: For administrative, billing, and support staff with limited access based on role.
• Organization Accounts: For healthcare organizations with multiple users and administrative controls.

4.3 Account Administrator Responsibilities

For organization accounts, the account administrator is responsible for:

• Managing user access and permissions.
• Ensuring compliance with applicable laws and regulations.
• Maintaining accurate user rosters and promptly deactivating accounts for terminated employees.
• Responding to security incidents and breaches.

5. Description of Services

CareSuite provides a comprehensive healthcare technology platform that includes the following services:

5.1 Electronic Medical Records (EMR)

• Digital creation, storage, and management of patient medical records.
• Clinical documentation tools including progress notes, history and physical, and treatment plans.
• e-Prescribing with drug interaction checking and formulary compliance.
• Lab order entry and result management.
• Immunization tracking and management.

5.2 Patient Portal

• Secure access to personal health information.
• Appointment scheduling and reminders.
• Secure messaging with healthcare providers.
• View and download lab results and medical reports.
• Bill payment and insurance management.

5.3 Practice Management

• Scheduling and calendar management.
• Insurance eligibility verification.
• Claims processing and billing.
• Reporting and analytics.

5.4 Lab Integration

• Electronic lab orders and requisitions.
• Result delivery and integration into patient records.
• Critical value alerts and notifications.

5.5 Pharmacy Management

• Prescription processing and fulfillment.
• Inventory management and low stock alerts.
• Insurance claim processing.
• Patient medication history.

5.6 Analytics and Reporting

• Clinical quality measures and reporting.
• Operational analytics and dashboards.
• Population health management tools.

We may modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation.

6. Fees and Payments

6.1 Subscription Fees

Certain aspects of the Services require payment of subscription fees. By subscribing to paid services, you agree to pay all applicable fees as described on our pricing page or in your subscription agreement. Fees are non-refundable except as expressly provided in your agreement or required by law.

6.2 Fee Changes

We may change our fees upon 30 days' notice. Your continued use of the Services after the fee change constitutes your agreement to pay the changed fees.

6.3 Billing and Payment

You agree to provide accurate billing information, including valid payment method information. You authorize us to charge your payment method for all fees incurred. If we are unable to process payment, we may suspend or terminate your access to paid services.

6.4 Taxes

You are responsible for all taxes associated with your use of the Services, excluding taxes based on our net income.

7. HIPAA and Health Information

7.1 Covered Entities and Business Associates

CareSuite acts as a Business Associate to Covered Entities under HIPAA. Our Business Associate Agreement (BAA) is incorporated into these Terms for users who are Covered Entities. The BAA governs our handling of Protected Health Information (PHI).

7.2 Permitted Uses of PHI

We may use and disclose PHI as permitted by our BAA, these Terms, and as required by law. This includes uses for treatment, payment, healthcare operations, and as authorized by the individual.

7.3 Patient Rights

Through our Services, patients may exercise their HIPAA rights, including:

• Accessing and obtaining copies of their health information.
• Requesting amendments to their records.
• Receiving an accounting of disclosures.
• Requesting restrictions on uses and disclosures.

7.4 Security of PHI

We implement administrative, physical, and technical safeguards to protect PHI as required by HIPAA. However, no system is completely secure, and we cannot guarantee absolute security.

7.5 Breach Notification

In the event of a breach of unsecured PHI, we will notify affected individuals and the Secretary of HHS as required by HIPAA and applicable state laws.

8. User Obligations

As a user of the Services, you agree to:

• Comply with all applicable laws, regulations, and professional standards.
• Maintain the confidentiality and security of all PHI accessed through the Services.
• Obtain all necessary consents and authorizations before uploading or sharing PHI.
• Use the Services only for their intended purposes and in accordance with these Terms.
• Provide accurate and complete information.
• Promptly report any security incidents or suspected breaches.
• Cooperate with us in investigating and resolving any issues.

9. Prohibited Activities

You may not use the Services to:

• Violate any law, regulation, or professional standard.
• Access or attempt to access unauthorized accounts or information.
• Interfere with or disrupt the integrity or performance of the Services.
• Introduce malware, viruses, or other harmful code.
• Reverse engineer, decompile, or disassemble any portion of the Services.
• Use the Services to send spam or harass others.
• Impersonate any person or entity.
• Use the Services for any illegal purpose.
• Attempt to bypass any security measures.
• Share PHI without proper authorization.
• Use the Services in a way that could harm minors.

10. User Content

10.1 Ownership

You retain all ownership rights to your User Content. We do not claim ownership over your content.

10.2 License to CareSuite

By submitting User Content through the Services, you grant us a worldwide, royalty-free, non-exclusive license to host, store, transmit, and display your content solely for the purpose of providing the Services to you. This license terminates when you delete your content or close your account, subject to legal retention requirements.

10.3 Responsibility for Content

You are solely responsible for all User Content you submit. You represent and warrant that:

• You own or have all necessary rights to your content.
• Your content does not infringe any third-party rights.
• Your content complies with all applicable laws and these Terms.
• You have obtained all necessary consents and authorizations for any PHI contained in your content.

10.4 No Obligation to Monitor

We have no obligation to monitor User Content but may do so to ensure compliance with these Terms and applicable laws.

11. Intellectual Property Rights

11.1 CareSuite IP

The Services, including all software, code, algorithms, interfaces, designs, logos, and content (excluding User Content), are owned by CareSuite or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

11.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes or personal use, as applicable.

11.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Services.
• Sell, rent, lease, or distribute the Services.
• Remove any copyright or proprietary notices.
• Use the Services to develop a competing product.

12. Privacy and Data Protection

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy to understand our practices.

For healthcare providers, additional privacy obligations are set forth in our Business Associate Agreement.

13. Third-Party Services

The Services may integrate with or link to third-party services, websites, or applications. We do not control and are not responsible for these third-party services. Your use of third-party services is subject to their terms and privacy policies.

Third-party integrations may include:

• Laboratory information systems.
• Pharmacy management systems.
• Insurance eligibility and claims processors.
• Payment processors.
• Health information exchanges.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES.
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED.

14.1 No Medical Advice

CareSuite provides technology tools for healthcare management but does not provide medical advice, diagnosis, or treatment. Always consult qualified healthcare professionals for medical advice. You acknowledge that:

• Our Services are not a substitute for professional medical judgment.
• Healthcare providers are solely responsible for their clinical decisions.
• We do not endorse or verify the qualifications of any healthcare provider using our platform.

14.2 No Guarantee of Results

We do not guarantee any specific results from using the Services, including clinical outcomes, financial performance, or regulatory compliance.

15. Limitation of Liability

• INDIRECT DAMAGES: Any indirect, incidental, special, consequential, or punitive damages.
• LOST PROFITS: Loss of profits, revenue, data, goodwill, or business opportunities.
• PERSONAL INJURY: Personal injury or property damage arising from your use of the Services.
• UNAUTHORIZED ACCESS: Any unauthorized access to or use of our servers or any personal information stored therein.
• THIRD-PARTY CONDUCT: Any conduct or content of any third party.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID US FOR THE SERVICES DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR
• ONE HUNDRED DOLLARS ($100).

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we were advised of the possibility of such damages. Some jurisdictions do not allow these limitations, so they may not apply to you.

16. Indemnification

You agree to indemnify, defend, and hold harmless CareSuite, our affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services.
• Your violation of these Terms.
• Your User Content.
• Your violation of any rights of another person or entity.
• Your violation of applicable laws or regulations, including HIPAA.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us in asserting any available defenses.

17. Termination

17.1 Termination by You

You may terminate your account at any time through your account settings or by contacting us. Upon termination, you will lose access to your account and any content stored within.

17.2 Termination by Us

We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including if you breach these Terms. Grounds for termination include:

• Violation of these Terms or applicable laws.
• Non-payment of fees.
• Fraudulent, harassing, or abusive behavior.
• Extended periods of inactivity.
• To protect the security or integrity of the Services.

17.3 Effect of Termination

Upon termination:

• Your right to access the Services ceases immediately.
• We may delete your account and User Content, subject to legal retention requirements.
• Sections that by their nature should survive termination will survive, including intellectual property, limitation of liability, and indemnification.

17.4 Data Export

Prior to termination, we encourage you to export your data. Upon termination of a paid subscription, we will provide data exports upon request for a reasonable period.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

19. Dispute Resolution

19.1 Informal Resolution

Before filing any legal proceeding, you agree to attempt to resolve any dispute informally by contacting us at disputes@caresuite.com. We will attempt to resolve the dispute internally. If we cannot resolve the dispute within 60 days, either party may pursue formal proceedings.

19.2 Arbitration

Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be held in San Francisco, California, before a single arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction.

19.3 Class Action Waiver

YOU AND CARESUITE AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST CARESUITE.

19.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to address a breach of security or confidentiality obligations.

20. Modifications to Terms

We may modify these Terms at any time by posting the revised terms on our website and updating the "Last Updated" date. Material changes will be communicated via email or through the Services. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes.

If you do not agree to the modified Terms, you must stop using the Services and terminate your account.

21. Contact Information

If you have questions about these Terms, please contact us:

Notice for California Residents

If you are a California resident, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at (800) 952-5210.

Notice for European Union Users

If you are located in the European Union, you may also have the right to lodge a complaint with your local data protection authority.