Terms of Service

2.1 Complete Agreement

This Agreement constitutes the entire agreement between Tynet EHR ("we," "us," or "our") and the Customer ("you" or "your") regarding the Services. It supersedes all prior agreements, representations, and understandings.

2.2 Agreement Components

The Agreement consists of the following documents, in order of precedence:

1. Order Form: Specific commercial terms for your subscription
2. Business Associate Agreement: HIPAA compliance requirements
3. Data Processing Addendum: Data protection obligations
4. These Terms of Service: General terms and conditions

2.3 Modifications

We may modify these Terms from time to time. We will provide at least 30 days' notice for material changes via email or in-service notification. Continued use after changes constitutes acceptance.

3.1 Service Offering

Tynet EHR provides cloud-based electronic health record software and related services for home health, hospice, and healthcare providers, including:

• Clinical documentation and assessment tools (OASIS-E, HOPE)
• Electronic Visit Verification (EVV) with GPS tracking
• Billing and claims management (CMS-1500 generation)
• Scheduling and visit management
• Reporting and analytics dashboards
• Mobile applications for field clinicians
• Regulatory compliance tools and updates

3.2 Service Levels

3.3 Updates and Maintenance

We continuously improve the Services and may:

• Release updates, enhancements, and new features
• Perform scheduled maintenance (with advance notice)
• Apply security patches and compliance updates
• Discontinue features (with reasonable notice)

4.1 Subscription Plans

We offer the following subscription plans:

4.2 Fees and Payment

• Subscription Fees: As specified in Order Form
• Payment Method: Credit card or ACH for monthly plans; invoice for annual plans
• Taxes: Customer responsible for all taxes, except our income taxes
• Price Changes: We may change prices with 60 days' notice
• Late Payments: 1.5% monthly interest or maximum allowed by law

4.3 Free Trial

We may offer a free trial period. The trial ends on the specified date or when you convert to a paid subscription. Services are provided "as-is" during trial with no warranties.

5.1 Business Associate Agreement

When Customer is a Covered Entity or Business Associate under HIPAA, the Business Associate Agreement (BAA) incorporated herein applies. Key provisions include:

• Permitted uses and disclosures of PHI
• Appropriate safeguards to prevent misuse
• Reporting of security incidents and breaches
• Subcontractor compliance requirements
• Access to books and records for HHS compliance reviews

5.2 Security Safeguards

We implement administrative, physical, and technical safeguards required by HIPAA Security Rule:

5.3 Breach Notification

In the event of a breach of unsecured PHI, we will:

1. Conduct risk assessment per HIPAA requirements
2. Notify affected Covered Entities within 60 days of discovery
3. Provide necessary information for individual notifications
4. Report breaches affecting 500+ individuals to HHS as required

6.1 Account Management

Customer is responsible for:

• Maintaining confidentiality of account credentials
• All activities that occur under Customer's account
• Providing accurate and complete registration information
• Promptly notifying us of any unauthorized access
• Managing Authorized User access and permissions

6.2 Compliance Obligations

Customer agrees to:

• Comply with all applicable laws, including HIPAA and state healthcare regulations
• Obtain necessary patient consents and authorizations
• Implement appropriate security measures for local systems
• Train staff on proper use of the Services and privacy requirements
• Maintain appropriate malpractice and liability insurance

6.3 Acceptable Use

Customer shall not:

• Use the Services for unlawful purposes or in violation of this Agreement
• Attempt to gain unauthorized access to the Services or related systems
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to store or transmit malicious code
• Exceed agreed usage limits or attempt to circumvent technical limitations

7.1 Data Ownership

Customer retains all right, title, and interest in and to Customer Data. We obtain no rights to Customer Data except as necessary to provide the Services and as specified in this Agreement.

7.2 Data Processing

We process Customer Data only:

• To provide, maintain, and improve the Services
• To prevent or address service or technical problems
• As compelled by law or as permitted by the BAA
• As instructed by Customer in writing

7.3 Data Retention

We retain Customer Data as follows:

7.4 Data Export

Customer may export Customer Data at any time using our export tools. Upon termination, we will provide Customer Data in standard formats (HL7, CSV, PDF) for 30 days.

8.1 Our Intellectual Property

We own and retain all right, title, and interest in and to:

• The Services and all software, technology, and content provided
• Any modifications, enhancements, or derivative works of the Services
• Our trademarks, logos, and branding materials
• Aggregate and de-identified usage data and analytics

8.2 License Grant

Subject to this Agreement, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for internal business purposes during the subscription term.

8.3 Restrictions

Customer shall not:

• License, sell, rent, lease, transfer, or distribute the Services
• Modify, adapt, or create derivative works based on the Services
• Remove any proprietary notices or labels
• Use the Services to build a competitive product or service
• Use the Services for timesharing or service bureau purposes

8.4 Feedback

Any feedback, suggestions, or ideas provided by Customer regarding the Services may be used by us without restriction or obligation.

9.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.2 Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT.

9.3 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

9.4 Exceptions

These limitations do not apply to:

• Breaches of confidentiality obligations
• Violations of intellectual property rights
• Indemnification obligations
• Amounts owed for Services rendered
• Liability that cannot be limited by law

10.1 Term

This Agreement begins on the Effective Date and continues until terminated as set forth herein. Subscription terms are as specified in the Order Form.

10.2 Termination for Cause

Either party may terminate this Agreement for cause:

• Upon 30 days' written notice of a material breach if uncured
• Immediately if the other party becomes insolvent or files for bankruptcy
• Immediately for violations of law or this Agreement

10.3 Effect of Termination

Upon termination:

1. All rights and licenses granted herein terminate immediately
2. Customer must cease all use of the Services
3. We will provide Customer Data export for 30 days
4. All unpaid fees become immediately due
5. Sections that should survive termination will survive

10.4 Suspension

We may suspend access to the Services:

• For non-payment after 15 days' notice
• To prevent harm to our systems or other customers
• For suspected security breaches or illegal activity
• As required by law or government request

11.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

11.2 Dispute Resolution

Any disputes shall be resolved as follows:

1. Informal Negotiation: Parties shall attempt to resolve disputes informally for 30 days
2. Mediation: If unresolved, parties shall engage in mediation with a mutually agreed mediator
3. Arbitration: If mediation fails, disputes shall be settled by binding arbitration per AAA rules
4. Court Action: Either party may seek injunctive relief in court to prevent irreparable harm

11.3 Class Action Waiver

All claims must be brought in the parties' individual capacity, not as a plaintiff or class member in any class action.

11.4 Venue

Any legal proceedings shall be brought in the federal or state courts located in Wilmington, Delaware.

12.1 Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

12.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full force.

12.3 Assignment

Customer may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger or acquisition.

12.4 Notices

Notices shall be in writing and sent to the addresses specified in the Order Form, with email constituting written notice.

12.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control.

12.6 Survival

Sections regarding confidentiality, intellectual property, limitations of liability, and indemnification survive termination.