Terms of Service

4.1 Business Associate Agreement

To the extent that 360eMed creates, receives, maintains, or transmits PHI on behalf of a Customer that is a Covered Entity or Business Associate, the parties shall execute a Business Associate Agreement ("BAA") prior to 360eMed accessing or processing any PHI. The BAA is incorporated into and made a part of these Terms. In the event of a conflict between the BAA and these Terms with respect to PHI, the BAA controls.

4.2 Customer HIPAA Responsibilities

• Customers that are Covered Entities are solely responsible for complying with HIPAA in connection with their use of the Services, including obtaining all necessary patient authorizations and consents
• Customers are responsible for configuring the Services in a manner consistent with their own HIPAA obligations
• Customers must not input PHI into any part of the Services for which a BAA has not been executed
• Customers must promptly report any known or suspected breach or unauthorized access involving PHI to 360eMed

4.3 Minimum Necessary

Customers agree to configure access permissions so that End Users have access only to the PHI necessary to perform their job functions, consistent with the HIPAA minimum necessary standard.

5.1 Account Registration

To use the Services, Customer must register for an account and provide accurate, complete, and current information. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under its account.

5.2 Authorized Users

Customer may authorize End Users to access the Services up to the number of user seats specified in the applicable Order Form. Customer is responsible for ensuring that End Users comply with these Terms and for any breach of these Terms by its End Users.

5.3 Security Obligations

• Use strong, unique passwords and enable multi-factor authentication where available
• Promptly notify 360eMed of any unauthorized access to or use of Customer's account
• Not share login credentials with individuals not authorized as End Users
• Ensure that any device used to access the Services employs reasonable security controls

7.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to the data Customer submits to the Services ("Customer Data"), including any PHI. 360eMed acquires no ownership rights in Customer Data.

7.2 License to 360eMed

Customer grants 360eMed a limited, non-exclusive license to access, process, and use Customer Data solely to provide and support the Services, as directed by Customer, and as otherwise described in these Terms and the Privacy Policy.

7.3 Aggregated & De-identified Data

360eMed may use aggregated, de-identified data derived from Customer Data (from which all PHI and individually identifying information has been removed in accordance with 45 C.F.R. § 164.514) for product improvement, analytics, and benchmarking purposes. Such data will not identify Customer or any individual.

7.4 Data Backup

360eMed maintains reasonable backup procedures. However, Customer is solely responsible for maintaining independent backups of Customer Data to the extent required by its own business continuity and disaster recovery obligations.

8.1 Fees

Customer agrees to pay the fees set forth in the applicable Order Form. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in these Terms or an applicable Order Form.

8.2 Invoicing & Payment

Unless otherwise specified in the Order Form, fees are invoiced annually in advance and are due within 30 days of the invoice date. Overdue amounts accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date.

8.3 Taxes

Fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities. Customer is responsible for paying all such taxes, excluding taxes on 360eMed's income.

8.4 Suspension for Non-Payment

If Customer's account is 30 or more days overdue, 360eMed may suspend access to the Services upon written notice until the outstanding balance is paid in full.

9.1 360eMed Ownership

360eMed and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, interfaces, documentation, and improvements thereto. These Terms do not grant Customer any intellectual property rights in the Services except for the limited license expressly set forth herein.

9.2 Limited License

Subject to Customer's compliance with these Terms and timely payment of fees, 360eMed grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term solely for Customer's internal business operations.

9.3 Feedback

If Customer provides suggestions, ideas, or feedback about the Services ("Feedback"), Customer grants 360eMed a perpetual, irrevocable, royalty-free license to use such Feedback without restriction or obligation to Customer.

11.1 360eMed Warranties

• The Services will perform materially in accordance with the applicable documentation during the Subscription Term
• 360eMed will implement and maintain reasonable administrative, physical, and technical safeguards to protect Customer Data
• 360eMed will comply with applicable laws in the provision of the Services

11.2 Customer Warranties

• Customer has the authority to enter into these Terms and to grant the rights granted herein
• Customer's use of the Services will comply with all applicable laws, including HIPAA and state healthcare privacy laws
• Customer Data does not and will not infringe any third-party intellectual property rights or violate any applicable law

11.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. 360EMED EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 360EMED DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY 360EMED OR ITS REPRESENTATIVES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13.1 By Customer

Customer agrees to indemnify, defend, and hold harmless 360eMed and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Services in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes a third party's rights; (c) Customer's violation of applicable law, including HIPAA; or (d) Customer's breach of its representations, warranties, or obligations under these Terms.

13.2 By 360eMed

360eMed agrees to indemnify, defend, and hold harmless Customer from and against third-party claims alleging that the Services, as provided by 360eMed and used in accordance with these Terms, infringe any U.S. patent, copyright, trademark, or trade secret. This obligation does not apply to claims arising from: (a) Customer's modification of the Services; (b) use of the Services in combination with products or services not provided by 360eMed; or (c) use of a version of the Services that 360eMed has notified Customer to discontinue.

14.1 Subscription Term

These Terms begin on the date Customer first accesses the Services and continue for the Subscription Term specified in the applicable Order Form, unless earlier terminated. Subscriptions automatically renew for successive terms of equal duration unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

14.2 Termination for Cause

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice of the breach. 360eMed may terminate immediately upon notice if Customer's use of the Services poses a security risk or violates applicable law.

14.3 Effect of Termination

• Customer's right to access the Services ceases immediately upon termination
• 360eMed will make Customer Data available for export for 30 days following termination, after which 360eMed may delete Customer Data in accordance with its data retention policies and the applicable BAA
• All fees owed by Customer through the termination date become immediately due and payable
• Sections 2, 7, 9, 10, 11.3, 12, 13, 14.3, 15, and 16 survive termination

16.1 Entire Agreement

These Terms, together with the Privacy Policy, any executed BAA, and applicable Order Forms, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.

16.2 Amendments

360eMed may modify these Terms at any time by posting an updated version at 360emed.com/terms-of-service with a revised effective date. For material changes, 360eMed will provide at least 30 days' advance notice via email or a prominent in-app notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

16.3 Severability

If any provision of these Terms is held invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.4 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

16.5 Assignment

Customer may not assign or transfer these Terms or any rights hereunder without 360eMed's prior written consent. 360eMed may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. These Terms bind and inure to the benefit of the parties' permitted successors and assigns.

16.6 Force Majeure

Neither party will be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, or internet or telecommunications failures, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

16.7 Notices

Notices to 360eMed must be sent to info@360eMed.com. Notices to Customer will be sent to the email address associated with Customer's account. Notices are effective upon receipt.

16.8 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein creates any rights in any third party.