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Terms of Service

Effective [EFFECTIVE DATE]

These Terms of Service ("Terms") are a legal agreement between you and [LEGAL ENTITY NAME] ("we", "us", "our") governing your access to and use of ProviderPulse, our physician compensation modeling service (the "Service"). By accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

1. The Service

ProviderPulse helps hospitals and practices model physician compensation. The Service is provided on an "as is" and "as available" basis. It may change, may contain errors, and may be modified, suspended, or discontinued at any time. Except as stated in a separate written agreement, we do not commit to a specific service level.

2. Eligibility and accounts

You access the Service by signing in through a supported identity provider. You are responsible for maintaining the confidentiality of your login, for all activity under your account, and for ensuring that the people you invite or grant access to (administrators, managers, and providers) use the Service in accordance with these Terms. Access within an organization is governed by roles, and you are responsible for assigning roles appropriately.

3. Customer data and license

As between you and us, your organization owns the data it enters or uploads ("Customer Content"). You grant us a limited, non-exclusive license to host, process, display, and transmit Customer Content solely to operate and support the Service for you. You represent and warrant that you have all rights necessary to provide the Customer Content and that doing so does not violate any law or third-party right.

4. Acceptable use and prohibited data

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms. In particular, you must not upload protected health information (PHI) or other patient-identifying data. You represent that Customer Content you upload contains only provider-level productivity and compensation data and that you have removed patient identifiers. You are solely responsible for the content you upload.

5. HIPAA

We are not a "business associate" as defined under HIPAA, and we do not enter into Business Associate Agreements for the Service. The Service is not designed or authorized to receive PHI. Our position is described in our HIPAA & Business Associate Statement.

6. Confidentiality

Each party may receive non-public information from the other. The receiving party will protect it with reasonable care and use it only to perform under these Terms. We will treat Customer Content as your confidential information.

7. Access and fees

Use of the Service requires a separate order or agreement between you and us, which sets out any fees that apply. We will give you advance notice and an opportunity to decline before any new charge applies.

8. Intellectual property

We retain all rights in the Service, including its software, design, and trademarks. These Terms do not grant you any right in the Service except the limited right to use it as described here.

9. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Compensation calculations and exports are tools to assist your analysis and are not financial, legal, or tax advice. You are responsible for reviewing and validating all results before relying on them.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIM RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM OR ONE HUNDRED U.S. DOLLARS.

11. Indemnification

You will defend, indemnify, and hold us harmless from any claim, loss, or expense arising out of Customer Content you upload, your use of the Service, or your breach of these Terms, including any claim related to the upload of PHI or other prohibited data.

12. Term and termination

These Terms apply while you use the Service. Either party may end the relationship at any time. We may suspend or terminate access if you violate these Terms or the Acceptable Use Policy, or to protect the Service or other users. On termination, your right to use the Service ends, and you may request return or deletion of your Customer Content as described in our Privacy Policy.

13. Governing law and disputes

These Terms are governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict-of-laws rules. The state and federal courts located in [GOVERNING LAW STATE] will have exclusive jurisdiction over any dispute, and the parties consent to that jurisdiction.

14. Changes to these Terms

We may update these Terms from time to time. For significant changes, we will provide notice. Your continued use of the Service after changes take effect means you accept the updated Terms.

15. Contact

[LEGAL ENTITY NAME]
[MAILING ADDRESS]
[CONTACT EMAIL]