Terms of Service
These Terms of Service constitute a legally binding agreement (“Agreement”) between you and INMYTEAM CORP (“Company,” “we,” “our” or “us”) governing your use of Company application(s), website(s), and technology platform(s) (collectively, “Services”).
BY USING OR ACCESSING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THE PRACTICES DESCRIBED IN THIS AGREEMENT.
YOUR USE OF OUR SERVICES IS ALSO SUBJECT TO OUR PRIVACY POLICY, AVAILABLE AT WWW.INMYTEAM.COM/PRIVACYPOLICY.
KINDLY NOTE THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND COMPANY HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO NEGOTIATION AND MEDIATION, AND IF NOT RESOLVED THROUGH THESE AVENUES, TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS ANY OF OUR SERVICES.
IMPORTANT INFORMATION FOR PROFESSIONAL USERS (DEFINED BELOW): PLEASE NOTE THAT TO USE COMPANY SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS EXCEPT AS IT OTHERWISE PROVIDES OR IF YOU OPT OUT AS PROVIDED IN SECTION 18(ix), IT WILL REQUIRE YOU TO RESOLVE ALL LEGAL DISPUTES ARISING OUT OF OR RELATING TO YOUR RELATIONSHIP WITH COMPANY OR AN AGENCY THROUGH MANDATORY MEDIATION AND IF MEDIATION FAILS, ON AN INDIVIDUAL BASIS IN FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THESE TERMS, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.
IMPORTANT INFORMATION FOR PATIENT USERS (AS DEFINED BELOW): PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND US HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 19 BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO MEDIATION, AND IF NOT RESOLVED THROUGH MEDIATION, TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.
Definitions.
“Affiliates” means, in respect of any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified User. For purposes of the definition of “Affiliate,” “control” when used in respect of any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise (and “controlling” and “controlled” have meanings correlative thereto).
“Agency” means a licensed health care services business or similar entity that enters into a subscription or other agreement with Company to access and use the Services. For purposes of this Agreement, any entity under which Agency Users or Caregiver Users are provisioned or managed through the Services, regardless of how it is labeled, shall be deemed an Agency.
“Agency User” means any owner, administrator, employee, contractor, or authorized representative of an Agency who accesses or uses the Services on the Agency’s behalf, including for purposes such as care coordination, billing, scheduling, or staff management.
“Caregiver User” means any licensed or unlicensed clinical professional, aide, or support staff who is affiliated with an Agency and accesses or uses the Services to provide home-based or virtual care services to patients, whether as a W-2 employee or independent contractor.
“Company server” means any server, cloud environment, serverless architecture, or other computing infrastructure owned, leased, licensed, or otherwise provisioned and controlled by Company, directly or through a third-party provider, for the purpose of hosting the Services or delivering any related functionality described in this Agreement.
“Patient information” means personally identifiable information about a Patient, including, but not limited to, protected health information as defined by HIPAA.
“Confidential information” means, with respect to a party, all information regarding the business or activities of such party, including trade secrets, know-how, technical information, research and development, business plans, processes, procedures, methods, systems, databases, computer programs (including executable, object, source code and documentation), and information about financial condition, customers, prospects, vendors, marketing strategies, employees and operations, in each case whether provided i in written documents, memoranda, reports, correspondence, drawings, computer files or other human or machine readable media or ii orally, and whether provided by or on behalf of any party. Notwithstanding the foregoing, “Confidential Information” shall not include such portions of any information that are or become generally known to and available for use by the public other than as a result of any act or omission by the party receiving such information or otherwise as a result of any breach of any term or condition of this Agreement or other obligation of confidentiality by the party receiving such information.
“Customer support” means technical or account assistance provided by Company to Users in connection with the Services, as described in the applicable subscription agreement or service-level terms.
“Home health services” means a Professional’s provision of skilled nursing services to an Agency’s Patient.
“License” means a limited, nontransferable, non-sublicensable, and nonexclusive license.
Patient or Patient User means the individual receiving health care services through an Agency, or such individual’s legally authorized representative (including a family member or guardian), who accesses or uses the Services.
“Professional User” means, collectively, any Agency User or Caregiver User.
“Services” means any Company software and any upgrades or enhancements thereto, or any intellectual property hosted by Company on its server as may be described in the Service Order(s) attached hereto, incorporated herein, or referenced hereby and any subsequently attached, incorporated, or referenced Service Order(s).
“User” means, collectively, any Agency User, Caregiver User, or Patient User. The plural form refers to all user types.
“User data” means data originating from User, User’s employees or third parties on behalf of User.
“User information” means any information User provides, publishes or posts to or through Company Services or Services (including any profile information User provides) or sends to other Users (including via in-application feedback, any email feature, or through any Company-related Facebook, Twitter or other social media posting).
License.
License grant. Subject to the terms and conditions set forth herein, Company hereby grants User a License to access and use the Services during the Term. The License extends to the Services only and does not grant, and User does not obtain under this Agreement, any right to distribute, sell, or sublicense access to the Services in any form. Except as provided herein, Company grants no rights or licenses to User, by implication, estoppel, or otherwise, in or to the Services or any intellectual property rights therein.
Restrictions. User acknowledges that User’s use of the Services is limited to the scope of the License and that this Agreement does not permit the User to use the Services other than as provided herein. Without Company’s prior written consent, User shall not: (i) knowingly or negligently permit other individuals or entities to use or copy the Services except in strict accordance with the terms and conditions of this Agreement; nor (ii) modify, translate, alter, adapt, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create derivative works, compilations or collective works based on the Services, or apply any process, technique or procedure to ascertain or derive the source code to the Services, which is a valuable trade secret of Company; nor (iii) merge the Services with any other software or service; nor (iv) publish or provide any results of benchmark tests run on the Services to a third party; nor (v) sublicense, rent, lease, grant a security interest in, or otherwise transfer rights to the Services except as specifically permitted herein; nor (vi) use the Services to operate in or as a time-sharing, outsourcing, or service bureau environment other than for User’s own internal use, or in any way allow third-party access to the Services.
Trademarks and publicity. Each party acknowledges that it will acquire no rights in any trademarks, service marks, trade names, or logos of the other party pursuant to this Agreement; as such marks are and shall remain the exclusive property of such other party. Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities, any name, trade name, trademark, or other designation (including any contraction, abbreviation, or simulation of any of the foregoing) of the other party without the express written approval of such other party.
Company Services. Company offers a wide range of Services for Professional Users seeking electronic data collection and data submission solutions for business purposes in the fields of medicine and healthcare. Company provides Professional Users with Services for Professional Users to provide Home Health Services to a Patient Users. Each Professional User shall create a user account that enables access to the Services. An Agency with multiple branches or locations must pay Company any applicable fees for each location.
Services. Company agrees to take reasonable efforts to make the Services available to User throughout the Term. User acknowledges that from time to time User Data may be inaccessible or inoperable for the following reasons: (i) equipment malfunctions; (ii) periodic maintenance; or (iii) catastrophic events beyond the control of Company or which are not reasonably foreseeable by Company, including interruption or failure of telecommunication or digital communication links or hostile network attacks (collectively, “Downtime”). Company shall use commercially reasonable efforts to provide twenty-four 24 hours’ advance notice to Users prior to any scheduled Downtime. User has observed the overall speed of Company’s Services, has agreed that such processing speed is acceptable to User, and will take all reasonable steps to prevent any material degradation of the processing speed available to User during business hours.
Hardware and software. User shall acquire, install, maintain, and configure any and all software, hardware, peripheral devices, operating systems, utility programs, licensed connections and/or services required by User to access the Services.
Available bandwidth. User shall maintain intranet, Internet, LAN and/or WAN network (collectively, the “Network”) connections that are reliable and have sufficient available bandwidth to allow the Services to perform to User’s satisfaction.
Benchmarking and research use. User agrees that Company may use data collected through the Services, including operational, clinical, financial, or usage data relating to Users or Patients, for purposes of internal benchmarking, quality improvement, development of new features, and enhancement of AI or machine learning systems. To the extent such data includes Patient information data, Company shall take commercially reasonable measures to obfuscate identifiers or de-identify such data in accordance with applicable law before using it for these purposes. Nothing in this section limits Company’s ability to use aggregated or de-identified data for lawful internal or external purposes.
User eligibility.
General requirements.
Minimum age and legal capacity. To access the Services, you must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, and possess the legal capacity to enter into a binding contract. By creating an account or using the Services, you represent and warrant that you meet these requirements. The Services are not intended for, and may not be used by, any individual under the age of thirteen (13). Individuals between the ages of thirteen (13) and eighteen (18) (or the applicable age of legal majority, “Minors”) may only access the Services in the role of a Patient User if their access is authorized, provisioned, and actively managed by either (i) a parent, legal guardian, or other legally authorized adult representative, or (ii) a registered Agency User acting within the scope of their duties for a licensed Agency. Any such authorizing party assumes full responsibility for the Minor’s compliance with this Agreement and for securing all legally required consents for the Minor’s use of the Services, including consent for the collection and disclosure of personal or health-related information. Minors may not register for the Services in their own name or enter into this Agreement in their personal capacity. Any attempt to do so is unauthorized and void.
Geographic requirements. These Services are intended for use only within the United States. By accessing or using the Services, you affirm that you are doing so from within the United States. You agree not to access or use the Services from outside the United States or from any jurisdiction where such use is unlawful or would subject the Company to legal or regulatory obligations in that non-U.S. jurisdiction.
Account security. Each User must maintain the confidentiality of their login credentials and may not allow any other person to access the Services using their account. Users are responsible for all activity occurring under their login. Company may suspend or terminate any User account it determines, in its sole discretion, to have been compromised or misused.
Role-specific eligibility requirements.
Agencies. Only licensed home health care agencies or similar authorized providers of healthcare services may register as an Agency and subscribe to the Services. By registering, the Agency represents and warrants that:
It is properly licensed, certified, or otherwise authorized and in good standing under all applicable state and federal laws to provide home-based care services of the type it offers;
It is, and will remain, solely responsible for all activities undertaken by its Agency Users and Caregiver Users operating under its account, including their compliance with this Agreement and all applicable laws;
It will ensure that all Users affiliated with its account are properly trained, credentialed as required, and authorized to access and to use the features to which they are assigned, and understand their obligations under this Agreement and applicable law;
It will comply with all applicable laws, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), corresponding state privacy and security laws, employment regulations, wage and hour laws, and patient safety rules;
It will maintain accurate and up-to-date registration and billing information with the Company.
Agencies are solely responsible for verifying and overseeing the qualifications, conduct, and performance of their Users, for promptly disabling access for any User who is no longer authorized or who violates these Terms or Agency policies, and for all decisions related to the hiring, engagement, discipline, and termination of their personnel.
Agency Users. Agency Users may only use the Services if they are current employees or other duly authorized personnel of a registered Agency and have been granted appropriate role-based access by that Agency. By using the Services, each Agency User represents and warrants that:
They are acting legitimately on behalf of, and within the scope of their authority granted by, a registered Agency;
They will use the Services solely for lawful and authorized purposes related to the administration, coordination, or delivery of health care services, including but not limited to scheduling, care coordination, billing, internal communications, and patient record management;
They will strictly maintain the confidentiality and security of all patient records, protected health information (PHI), and other sensitive data accessible through the Services, in accordance with HIPAA, other applicable privacy laws, and Agency policies;
They will comply with all applicable obligations related to accurate and timely data entry, staff scheduling, compliant billing practices, and professional communications;
They will immediately report any suspected or actual unauthorized access, use, or disclosure of data, or any other security incident, to their Agency and, if appropriate, to the Company.
Agency Users are strictly prohibited from sharing their individual login credentials, accessing data for which they are not authorized, or using the Services for personal benefit, non-business-related activities, or any purpose not explicitly authorized by their Agency.
Caregiver Users. Caregiver Users may use the Services only if they are actively and legitimately affiliated with a registered Agency, either as employees or as independent contractors in compliance with applicable labor laws. By using the Services, each Caregiver User represents and warrants that:
They are authorized by their affiliated Agency to access and use the Services for assigned patient care duties;
They will only access, use, and document patient information strictly limited to that necessary for performing their assigned duties for specific patients to whom they are assigned by the Agency;
They possess and will maintain in good standing all licenses, certifications, credentials, training, health screenings, and vaccinations required under applicable law and Agency policy for the services they perform;
They will not use the Services to record, transmit, or document patient data without proper consent and authorization as required by law, Agency policy, and professional ethics;
They will use the Services in a professional and ethical manner, adhering to all applicable standards of care and Agency protocols.
The Company does not independently verify the credentials, qualifications, or background of Caregiver Users. The affiliated Agency is solely responsible for such verification and for ensuring Caregiver Users meet all professional standards and legal requirements. The Company disclaims all liability arising from any User’s failure to meet such standards or requirements.
Patient Users. Patient Users may use the Services only if they are current patients receiving care from a registered Agency or are legally authorized representatives (e.g., parent of a minor, legal guardian, individual with durable power of attorney for healthcare, or other formally designated family contact) acting on behalf of such a patient. By using the Services, each Patient User represents and warrants that:
They are either the patient currently receiving care from an Agency registered on the Services or a legally authorized representative with the explicit authority to access and manage care-related information for such a patient;
They will use the Services solely for personal, non-commercial purposes related to managing and reviewing their own care (or the care of the individual they are legally authorized to represent), such as viewing schedules, communicating with the Agency, or accessing care-related documents made available to them;
They will not attempt to access, modify, or interfere with any data, communications, or accounts outside of their own authorized patient profile or that of the individual they represent;
They understand and accept that the Services are primarily administrative and informational tools intended to facilitate communication and access to information, and explicitly do not constitute the provision of medical diagnosis, treatment, or legal advice by the Company;
They are responsible for safeguarding their login credentials and for any activity occurring under their account.
Company does not provide health care services or medical advice. All health-related information or communications received through the Services should be considered supplementary and must be confirmed directly with your Agency or qualified healthcare provider. The accuracy of patient-specific information displayed via the Services is dependent on the data entered by the Agency and its Users.
Relationship of the parties using our Services.
Between Caregiver Users and Agencies. Caregiver Users acknowledge and agree that their performance of providing or supporting the provision of Home Health Services on behalf of an Agency creates a direct business relationship between the Caregiver User and the Agency. Company is not liable for the actions or inactions of an Agency in relation to a Caregiver User’s activities. Caregiver Users shall have the sole responsibility for any obligations or liabilities to an Agency or other third party that arise from the Caregiver User’s performance of providing or assisting with Home Health Services.
Between Agencies and Caregiver Users. Agencies are solely responsible for onboarding, managing, and overseeing their affiliated Caregiver Users. This includes, without limitation, determining whether a Caregiver User is engaged as an employee or an independent contractor, ensuring compliance with all applicable licensure, training, and health requirements, and setting compensation and employment terms. Agencies are further responsible for ensuring compliance with all applicable laws, including wage and hour laws, employment classification rules, and patient privacy and safety regulations. Company does not verify the employment status or legal eligibility of any Caregiver User and disclaims all liability related to Agency personnel decisions or classification practices.
Between Caregiver Users and Company. Company provides access to the Services as a software platform and does not employ, supervise, or engage Caregiver Users in any capacity. Use of the Services by a Caregiver User does not create any employment, agency, joint venture, or independent contractor relationship between the Caregiver User and Company. Company does not direct or control Caregiver Users’ conduct, schedules, or compensation, and does not supervise patient interactions or clinical decision-making. Company is not a business associate or subcontractor of Caregiver Users under HIPAA, and Caregiver Users are solely responsible for their own legal obligations in handling patient information.
Between Agencies and Company. Use of the Services by an Agency creates a direct contractual relationship between that Agency and Company. Company provides administrative and operational tools but does not supervise, direct, or control the activities of any Agency. Use of the Services does not ensure compliance with any federal, state, or local law or regulation, including HIPAA, wage and hour laws, or health care licensure standards. Agencies are solely responsible for determining whether their use of the Services complies with applicable laws and for implementing appropriate internal policies and safeguards.
Payments. For purposes of this Section 6 only, the term “User” refers exclusively to Agency Users or other parties who have entered into a subscription, service order, or paid arrangement with Company for access to or use of the Services (“Paying Users”). This Section does not apply to Patient Users, who are not charged fees and who are not granted administrative access to configure, manage, or authorize paid features of the Services. All references to “User” in this Section shall be interpreted as limited to Paying Users.
Fees. User agrees to pay all fees, costs, and charges (“Fees”) associatedwith use of the Services, including but not limited to implementation fees, recurring subscription fees, platform usage fees, billing services, recovery services, reserves, and any other charges set forth in the applicable Service Order, onboarding documents, or as otherwise agreed in writing by Company. Unless otherwise specified in writing by Company, the implementation fee shall be due upon account activation, and the first monthly subscription fee shall be charged automatically fourteen (14) days thereafter. By accepting this Agreement, User commits to pay all such Fees throughout the entire Term, regardless of whether User continues to actively use the Services. All Fees are non-cancellable and non-refundable once incurred, unless expressly agreed by Company in writing. Company may, in its discretion, waive or discount the implementation fee or defer the initial subscription charge for onboarding or promotional purposes. Fees are exclusive of all applicable federal, state, local, and foreign taxes, duties, tariffs, levies, or similar assessments, all of which shall be the sole responsibility of User. Company may suspend access to the Services at any time if any invoice remains unpaid after its due date. Company shall not be liable for any consequences of such suspension, and such suspension shall not constitute a breach of this Agreement. Company may increase Fees annually by up to five percent (5%) or to its then-current standard list price, whichever is higher, upon thirty (30) days’ written notice. Company may also increase Fees at any time if its costs to deliver the Services increase by more than five percent (5%) in any twelve-month period. Additional custom services (e.g., training, analytics, reports) requested by User may be provided by Company at an additional rate. Please contact us via email for such enquiries.
Invoices and payment method. Prior to receiving access to the Services, User must (a) pay any required implementation or first-month fees and (b) provide an active email address for billing communications. Thereafter, User must enroll in automatic recurring payment via credit card or ACH, and provide all required banking details, including a voided check, account number, and routing number. User acknowledges and agrees that the payment method used for the implementation fee will be automatically charged for subsequent subscription and usage-based Fees unless updated or replaced. User shall be billed monthly in advance on or around the monthly anniversary date of User’s access grant date. All payments are due upon receipt and considered delinquent if not received within thirty (30) days. Company reserves the right to charge interest on overdue balances at the rate of 1.5% per month or the highest amount allowed by law, whichever is greater. User authorizes Company or its payment processor to charge any unpaid balances automatically to User’s designated payment method. Company may also suspend access to Services, without notice, for nonpayment or if User initiates a chargeback. During any such suspension, Company may consolidate all outstanding invoices, and full payment of all amounts owed will be required before Services are reinstated. User agrees to pay all reasonable attorneys’ fees, collection agency fees, and court costs incurred by Company in pursuing collection of delinquent amounts.
Cancellations; fees and consequences. Company may charge a cancellation fee or impose other financial penalties if an Agency cancels or reschedules any scheduled onboarding session, implementation phase, support request, training engagement, or other time-based engagement with Company personnel on fewer than three (3) business days’ notice. Repeat or excessive cancellations, as determined by Company in its sole discretion, may result in delays in implementation or onboarding timelines. Company shall not be liable for any business impact, operational delay, or loss of access to functionality resulting from Agency’s cancellations or failure to coordinate as required.
Payment processing. Company uses multiple third-party payment processors to facilitate different categories of payments. As of the Effective Date, Company uses Stripe to charge Agency Users and other paying Users for access to the Services, including implementation fees and recurring subscriptions. Use of the Services for these purposes requires compliance with Stripe’s applicable terms, available at https://stripe.com/legal. By submitting payment credentials, User confirms it has reviewed and accepted all applicable terms and authorizes Company to process charges through Stripe or any successor processor. Separately, for Agencies that choose to use Company’s private pay billing features to collect payments from patients, caregivers, or other third parties, Company offers an integration with RainforestPay as a payment gateway. Use of RainforestPay is governed by its Processing Terms and Conditions, available at https://legal.rainforestpay.com/processingterms. By enabling the RainforestPay integration, Agency acknowledges and agrees to those terms, including any updates imposed by RainforestPay. Company may modify its payment processing arrangements at any time without notice. Company shall not be liable for any failure, delay, or error in payment processing, regardless of cause. Payment-related disputes must be directed to the applicable third-party processor (e.g., Stripe or RainforestPay), not to Company. For private pay workflows, Company may transmit payment instructions or transaction metadata to RainforestPay on behalf of an Agency. Any such facilitation is administrative in nature and does not create a fiduciary, escrow, or disbursement relationship. Separate agreements may apply to the use of RainforestPay gateway services.
No refunds. All fees and charges paid to Company are non-refundable under all circumstances, including but not limited to implementation fees, subscription fees, usage-based charges, onboarding costs, service credits, and any amounts prepaid for future periods. This no-refund policy applies regardless of: User’s decision to terminate use of the Services early; Any temporary suspension, interruption, or unavailability of the Services; Any perceived or actual dissatisfaction with the Services; Any dispute between User and a third party, including caregivers, patients, or payors; User’s failure to utilize the Services or access any available functionality. User acknowledges that it has no right to offset, withhold, or deduct any fees due to Company based on dissatisfaction, delay, dispute, or any other grounds, except as required by applicable law or expressly agreed in writing by Company. Termination of this Agreement for any reason does not relieve User of any obligation to pay accrued and outstanding fees owed to Company as of the date of termination.
Credit card and payment authorization. By providing a payment method to Company or its designated payment processor, User authorizes Company to charge that method for all amounts due under this Agreement, including recurring subscription fees, usage charges, add-ons, late fees, and any other amounts authorized in a Service Order or billing notice. Company may, at its discretion, initiate a pre-authorization hold on User’s credit card or bank account to verify availability of funds, prevent fraud, or protect against misuse. Pre-authorization holds are not charges but may reduce User’s available balance until released by the card issuer or financial institution. Company shall not be responsible for any overdraft fees, insufficient fund penalties, or related bank charges resulting from such holds. User agrees to maintain a valid, up-to-date payment method on file at all times during the Term. If the payment method fails, Company may retry automatically or suspend access to the Services without notice. User remains liable for all fees incurred prior to such suspension, and full payment must be received before access is restored. Company reserves the right to modify the timing or method of charges, including processing fees through successor payment systems or third parties, at any time.
Payroll facilitation. Company provides tools that allow Agency Users to prepare, review, and export payroll-related data for their personnel, including Caregiver Users. These tools may include timekeeping, scheduling, visit verification (“EVV”), caregiver bank detail entry, and other functionality intended to support Agencies in managing caregiver compensation. Company does not process payroll or disburse funds on behalf of Agencies. Company does not act as an employer, payor, or payroll provider. Company’s involvement is limited to enabling the generation of payroll data files, which Agencies may transmit to their designated payroll provider. Company does not assist with fund transfers, tax calculations, or filing obligations. Agencies are solely responsible for: reviewing and verifying all compensation-related data; generating and submitting payments to their caregivers or staff; maintaining tax, labor law, and wage compliance in all relevant jurisdictions; resolving any disputes or errors related to employee or contractor compensation. To the extent Company integrates with or allows data export to third-party payroll or payment platforms (e.g., ADP, Paychex, Viventium), such integration is provided as a convenience only. Company makes no representations or warranties regarding the functionality, accuracy, or timeliness of such third-party services, and is not responsible for any action or inaction of such vendors. Company shall have no liability for any unpaid wages, tax withholdings, classification disputes, payment delays, or payroll reporting errors arising from or related to use of the Services.
Taxes and classification. Professional Users are solely responsible for determining, reporting, and fulfilling their tax obligations related to compensation received from Agencies, including but not limited to income tax, self-employment tax, Social Security, Medicare, and any other applicable federal, state, or local taxes. Company: does not employ or engage Professionals directly; does not withhold payroll or employment taxes on behalf of any party; does not remit or issue W-2, 1099, or equivalent tax forms; and does not determine the classification of any Professional as an employee or independent contractor. The classification of a Professional User (e.g., caregiver) is made solely by the Agency based on applicable law. Company disclaims any responsibility or liability related to the classification, compensation, benefits, or legal status of any Professional User. Professional Users agree to hold Company harmless and indemnify it against any claims, penalties, or liabilities (including legal fees and audit costs) arising out of: their failure to comply with applicable tax laws or filing obligations; any dispute regarding their classification or payment; or any assertion that Company bears employment-related responsibilities. Professionals are encouraged to consult with a tax advisor or legal counsel regarding their individual tax and employment obligations.
Payments from Agencies. Agency Users are solely responsible for configuring, authorizing, and funding any payments made to their staff, including but not limited to Caregiver Users. Company provides administrative tools to allow Agencies to input rate of pay, assign visits, review visit documentation, and export payroll data. Where supported, Company may offer integrations with third-party payment processors or payroll platforms (e.g., RainforestPay, ADP, Paychex, Viventium), but such integrations are made available strictly as a convenience. Company does not: authorize, disburse, or hold funds on behalf of any Agency; guarantee successful or timely payments; verify payment eligibility, documentation accuracy, or compliance with wage and hour laws. In limited cases, Company may transmit billing or payment instructions to a clearinghouse, payor, or gateway service (e.g., RainforestPay, Inovalon, Availity) to support the Agency’s billing workflow. Such activity shall be deemed ministerial in nature and does not alter the Agency’s responsibility for review, compliance, or authorization. Agencies are solely responsible for: reviewing and approving caregiver activity and visit records; setting and maintaining accurate pay rates; ensuring sufficient funds and valid payment methods are available for processing; resolving all disputes, chargebacks, or errors related to caregiver compensation. Company may, at its discretion, facilitate the transmission of payment-related instructions to a third-party processor designated by the Agency. By using such integrations, Agency authorizes Company to share necessary data with the third party and accepts all risks related to processing, delay, or delivery. All payments made to caregivers through the Services shall be final once processed. Agency agrees not to initiate chargebacks or retrievals except in cases of confirmed fraud or duplicate billing and shall notify Company in advance of any dispute. Improper chargebacks may result in suspension of Services and recovery actions under Section 6.10.
Cross-collateralization and suspension for delinquency. User must remain current on all invoices related to the Services. If any amount owed to Company under this Agreement or any related agreement becomes past due, Company may, in its sole discretion and without prior notice: suspend or restrict access to any or all Services, regardless of which subscription, location, or entity is delinquent; aggregate all unpaid balances across User’s accounts, business entities, or affiliated locations; apply any payments received to the oldest outstanding invoices, interest, or fees; condition reinstatement of Services on full payment of all outstanding amounts, including interest and collection costs. User expressly authorizes Company to offset any overpayments, credits, or prepaid balances on any account against amounts owed on any other account or location under User’s control. User agrees to pay all reasonable attorneys’ fees, court costs, interest, and third-party collection agency fees incurred by Company in enforcing this provision or recovering delinquent balances. Company’s election to suspend Services shall not relieve User of its obligation to pay all accrued Fees or constitute a waiver of any rights.
Free trials. From time to time, Company may, in its sole discretion, offer access to certain Services under a free trial promotion (“Free Trial”). The duration, scope, and eligibility for any Free Trial shall be determined exclusively by Company and may be modified or revoked at any time without notice. Company is not obligated to offer a Free Trial to any User or to offer any Free Trial terms previously granted to others. As a condition of initiating a Free Trial, User may be required to provide valid billing information. If billing credentials are provided, Company may conduct a pre-authorization to validate payment capacity but will not process any charges until the expiration of the Free Trial period. Unless the Free Trial is canceled prior to its expiration, the applicable Subscription Fees for the selected plan shall automatically begin to accrue and be charged to the User on a recurring basis at the then-current rate. By initiating a Free Trial, User agrees that: they are solely responsible for tracking the expiration date of the Free Trial; Company is not obligated to send renewal reminders or confirmation notices prior to the commencement of billing; andno refunds or credits shall be issued for failure to cancel prior to renewal. User may cancel a Free Trial at any time by using the Service dashboard or by contacting support at info@inmyteam.com. Cancellation will be deemed effective as of the time confirmed by Company, and no retroactive cancellation will apply. Nothing in this Agreement obligates Company to provide Free Trials for any future features, Users, or product lines, and any such offers may be discontinued or excluded at Company’s discretion.
Auto-renewals and continuity. All Subscriptions to the Services automatically renew at the end of each billing cycle for successive renewal terms of equal duration and under the same pricing structure, unless earlier terminated in accordance with this Agreement. User acknowledges and agrees that: recurring charges will be automatically billed to the payment method on file without the need for further authorization, unless User properly cancels their Subscription prior to the end of the then-current billing cycle; Company is not obligated to provide advance notice of upcoming renewals or related charges; User is solely responsible for managing their Subscription status, including initiating cancellation via email by submitting a written cancellation request to Company’s support team. Company may reject or delay cancellation requests that are untimely, incomplete, or submitted through unsupported channels. Cancellations will take effect at the end of the current billing period, and no prorated refunds or credits will be issued for early termination unless required by law. By continuing to access or use the Services following a renewal charge, User agrees to be bound by the renewed term and authorizes Company to collect all associated fees.
Fee changes. Company may, in its sole discretion, modify the pricing of any Subscription, Service, add-on, or usage tier at any time. Unless otherwise stated in a written agreement or Service Order, such modifications shall take effect at the start of the next applicable billing cycle or renewal period. While Company may choose to provide advance written notice of changes to Subscription Fees or pricing schedules, it shall have no obligation to do so unless required by law. Any such notice may be delivered via email, platform notice, invoice, or through updated pricing published on Company’s website. User is responsible for monitoring applicable rates and fees and understands that continued access to or use of the Services after the effective date of a fee modification constitutes binding acceptance of the new rates. Company shall not be liable for any claim arising from User’s failure to cancel their Subscription prior to a price change. If User does not agree to a pricing change, User’s sole remedy is to cancel the Subscription prior to the effective date of the change in accordance with Section 6.12.
Communications.
Communication methods. By using the Services, User agrees to receive communications from Company through one or more of the following channels: email, SMS (text message), and in-app or push notifications. These communications may be sent directly by Company or through third-party service providers (such as messaging or notification platforms) and may include operational notices related to account status, user activity, scheduling, feature changes, and system alerts. Standard message and data rates may apply depending on User’s mobile carrier and service plan.
Nature of communications. Most communications are transactional or operational in nature and are necessary to facilitate use of the Services. Company may also, from time to time, send promotional messages or updates about new features, product offerings, or Company-related content. Promotional communications are optional and subject to opt-out as described below.
Opt-out of promotional communications. Users may opt out of receiving promotional emails by clicking the “unsubscribe” link included in any such email. Users who receive promotional SMS messages may opt out by replying “STOP” to any such message. Caregiver Users may also be unsubscribed from SMS notifications by their affiliated Agency through administrative controls available within the platform or directly through their mobile device settings. Opting out of promotional communications will not affect the delivery of operational or account-related communications. Users who wish to disable all non-essential communications, including appointment reminders and usage alerts, may do so through their account settings, subject to any limitations that may impair functionality of the Services.
Contact information and support. For questions about communication preferences or support with unsubscribing from any channel, Users may contact Company at info@inmyteam.com.
User information.
Account information and privacy. To access and use the Services, Users must provide certain registration and account information. Users agree to provide and maintain accurate, current, and complete information in connection with their use of the Services and understand that Company may rely on this information for account provisioning, support, and compliance purposes. Any and all collection, use, and disclosure of User Information is governed by Company’s Privacy Policy, available at www.inmyteam.com/privacy, which is incorporated into this Agreement by reference. By using the Services, User acknowledges that they have reviewed and understand our Privacy Policy.
Responsibility for information accuracy. Each User is solely responsible for the accuracy of any information they input or transmit through the Services. Company does not independently verify information submitted by Users and disclaims all liability for errors, omissions, or outdated data originating from User-provided content.
Third-Party Authentication. Company may allow Users to log in through third-party authentication services, such as Microsoft SSO or other identity providers. By using such services, User authorizes Company to receive basic account information from the authentication provider as permitted by the User’s settings with that provider. Company does not receive access to the User’s credentials or passwords for third-party accounts.
User-submitted content and license. User may have the ability to upload, post, transmit, or otherwise make content available through the Services, including text, data, graphics, videos, feedback, comments, or other materials (“User Content”). User retains all ownership rights in and to their User Content, subject to the license granted herein. By submitting User Content through the Services, User grants Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, use, copy, reproduce, modify, distribute, perform, display, and create derivative works of such User Content for the purpose of operating, improving, promoting, and providing the Services. User represents and warrants that: they own or otherwise have all rights, licenses, consents, and permissions necessary to submit the User Content and to grant the rights and licenses set forth in this Agreement; the User Content does not infringe, misappropriate, or violate any intellectual property right, privacy right, or publicity right of any person or entity; the User Content does not contain sensitive personal data, including PHI, unless such content is submitted in a field and context that expressly contemplates its submission and the User has obtained all legally required consents to do so. Company does not claim ownership of User Content, and nothing in this Agreement shall be construed to restrict any rights User may have to use and exploit their own content independently. However, Company is not responsible for reviewing, screening, or moderating User Content and disclaims any liability for errors, omissions, or misrepresentations contained therein. Company may remove or restrict access to User Content at any time and for any reason, including if it determines, in its sole discretion, that the content violates applicable law or this Agreement.
Promotions and referral programs.
Promotional offers. From time to time, Company may, at its sole discretion, offer promotional events, discounts, or incentives to select Users or prospective Users. Unless made specifically available to you, such promotions have no bearing on your relationship with Company and may not be requested or relied upon. Company reserves the right to modify, suspend, or terminate any promotion at any time and to withhold or reverse any promotional benefits issued in error or obtained through fraud, misrepresentation, or violation of this Agreement.
Referral program. Company may, at its discretion, operate a referral program through which existing Users may refer new Agencies to the Services and receive monetary or other incentives if the referred Agency becomes a paying subscriber (“Referral Program”). Eligibility to participate in the Referral Program and receive any referral incentive is subject to:
Submission of a valid referral through the designated intake process on our website;
Completion of a W-9 form or other applicable tax documentation;
Verification that the referred Agency is not an existing or previously referred lead;
Activation of a paid subscription by the referred Agency.
The nature, amount, and timing of any referral reward is subject to change at Company’s discretion and will be published separately from this Agreement, such as on Company’s website or promotional materials. Referral rewards are discretionary, not guaranteed, and subject to additional Referral Program terms published by Company, which are incorporated into this Agreement by reference. Company reserves the right to modify or discontinue the Referral Program at any time, and to deny or revoke any referral benefits in its sole discretion for any reason, including if fraud, manipulation, or violation of program rules is suspected. Your distribution and participation in the Referral Program are subject to this Agreement and the additional Referral Program rules.
No public advertising or resale. Referral opportunities are intended solely for private, individual use and may not be sold, licensed, or publicly advertised, including through search engines, social media platforms, paid advertisements, affiliate networks, or classified ad websites, without prior written authorization from Company. Any attempt to exploit the Referral Program in a manner inconsistent with its intended use constitutes a material breach of this Agreement. Company reserves the right to immediately disqualify any referral made through unauthorized or deceptive means and to deny any associated referral incentive. In addition, Company may suspend or permanently deactivate the User’s account, restrict access to the Services, or take any other remedial action it deems appropriate in its sole discretion.
Restricted activities. Users are strictly prohibited from engaging in any conduct, whether directly or indirectly, that interferes with the proper operation, security, fairness, or intended purpose of the Services, Company’s business, or any affiliated User’s experience. Without limitation, each User agrees not to:
Use, disclose, or misappropriate any Confidential Information obtained through the Services for personal gain or for the benefit of any third party.
Solicit or attempt to solicit business, referrals, patients, or other commercial relationships from any other User unless:
such User was already known to you independent of the Services prior to the Effective Date of this Agreement; or
such User independently contacted you outside the platform without your prompting.
Recruit, solicit, or hire any employee, consultant, or contractor of Company for employment or contract opportunities.
Engage, financially or otherwise, directly or indirectly, in any business, platform, or activity that competes with Company’s Services.
Present yourself as an employee, agent, partner, franchisee, or legal affiliate of Company without express written authorization.
Impersonate any person or entity, including any other User, Agency, caregiver, patient, Company employee, or government official.
Misrepresent your identity, role, licensure status, authorization level, or any affiliation with an Agency, patient, or other third party.
Create an account or access the Services under false pretenses or using falsified documentation or contact information.
Use the Services in any manner that violates any applicable law, rule, regulation, permit, or administrative order, including but not limited to HIPAA, the Telephone Consumer Protection Act (TCPA), anti-discrimination laws, or employment regulations.
Submit, store, or transmit any information that is fraudulent, unlawful, or unauthorized, including protected health information (PHI) submitted without proper consent.
Interfere with or disrupt the operation, security, or integrity of the Services, Company servers, APIs, or third-party networks supporting the Services.
Introduce, upload, or distribute any virus, worm, Trojan horse, time bomb, spyware, or other malicious code or technology designed to harm or disrupt the Services or User devices.
Attempt to gain unauthorized access to any account, system, data, or portion of the Services.
Submit or publish content that is false, misleading (including by omission), defamatory, obscene, harassing, discriminatory, or otherwise unlawful or offensive.
Infringe upon or misappropriate any intellectual property rights of Company or any third party, including copyrights, patents, trademarks, trade secrets, publicity rights, or privacy rights.
Use any data obtained through the Services for purposes not expressly authorized under this Agreement or the Privacy Policy.
Reverse engineer, decompile, disassemble, decode, adapt, translate, or otherwise attempt to derive or gain access to the source code, architecture, or underlying algorithms of the Services.
Reproduce, modify, distribute, lease, sublicense, transfer, publicly display, perform, or create derivative works based on the Services, in whole or in part, except as expressly authorized by Company.
Use any automated means (e.g., scraping, bots, spiders) to access, monitor, or copy the Services or their data structures without Company’s prior written consent.
Share, rent, sell, sublicense, or transfer your User account, login credentials, access tokens, or role-based permissions to any other person or entity.
Create more than one active account for the same User without Company approval.
Use the Services to send spam, bulk messages, or unauthorized solicitations to other Users or third parties.
Frame, mirror, deep-link to, or otherwise copy the Services or use Company’s name, trademarks, trade dress, or branding to redirect traffic to any third-party website or application.
Publish or promote content that falsely suggests an affiliation with or endorsement by Company.
Harass, abuse, intimidate, or threaten any User, Company staff member, or third party.
Engage in discriminatory conduct based on race, ethnicity, national origin, religion, sex, gender identity, sexual orientation, disability, medical condition, age, marital status, or any protected class.
Cause, authorize, instruct, or knowingly assist any third party to engage in any of the restricted activities described in this section.
Use another User’s account or allow your account to be used in connection with a prohibited activity.
COMPANY RESERVES THE RIGHT TO RESTRICT, SUSPEND, OR TERMINATE ACCESS TO THE SERVICES WHERE IT DETERMINES, IN ITS SOLE DISCRETION, THAT A USER’S CONDUCT, WHETHER OR NOT EXPLICITLY LISTED IN THIS SECTION, POSES A THREAT TO THE INTEGRITY OF THE SERVICES, THE PRIVACY OR SECURITY OF USERS, OR THE BUSINESS INTERESTS OR LEGAL COMPLIANCE OF COMPANY.
Representations, warranties, and agreements. By registering for and using the Services, each User represents, warrants, and agrees that:
Legal capacity and authorization. User has the full right, power, and legal authority to enter into and comply with this Agreement. If acting on behalf of an Agency or another individual, User has been duly authorized to do so.
Accurate information. All information submitted to Company, including registration details, contact information, and any data entered into the platform, is and will remain accurate, complete, and up to date. User agrees to promptly update any information that becomes inaccurate or outdated.
No misrepresentation or fraud. User will not make false, misleading, or deceptive statements regarding the Services, their own qualifications or status, or Company. User shall not engage in fraud, manipulation, or misuse of the Services. Company reserves the right to suspend or terminate access to the Services if it suspects fraudulent behavior or material misrepresentation.
Tax obligations. Each User is solely responsible for complying with any applicable federal, state, and local tax laws arising from their use of the Services, including income reporting, payroll obligations, and employment classification requirements, as applicable.
Legal and policy compliance. User agrees to comply with all applicable laws, regulations, and contractual obligations when using the Services. User further agrees to comply with Company’s published policies, including the Privacy Policy, Acceptable Use Policy, and any written supplemental terms provided by Company.
Agency responsibilities. Agency Users represent and warrant that their Agency has obtained all necessary licenses, certifications, and authorizations required to provide health care services in its jurisdiction. Company is not responsible for verifying Agency licensure or monitoring Agency-level legal compliance.
User acknowledges that any breach of these representations and warranties may result in immediate suspension or termination of access to the Services, in addition to any legal remedies available to Company.
Intellectual property.
Company’s intellectual property. All rights, title, and interest in and to the Services, including but not limited to the user interface, application logic, architecture, data models, databases, APIs, documentation, software code (both source and object), analytics models, machine learning configurations, generative AI prompts and outputs, training data, visual assets, structure, sequence, and organization, and any modifications, bug fixes, upgrades, patches, enhancements, or derivative works thereof (collectively, “Company IP”) are and shall remain the sole and exclusive property of Company or its licensors. No title to or ownership of any Company IP is transferred to User under this Agreement, and nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or other rights in the Company IP, except for the limited, revocable license expressly granted under this Agreement. Company IP expressly includes all intellectual property rights worldwide, including rights under copyright, trademark, patent, trade secret, database protection, design rights (whether registered or unregistered), and moral rights. For the avoidance of doubt, any development work, enhancement, or customization to the Services performed by Company, even if suggested or partially funded by User, shall not be deemed a work-for-hire under the U.S. Copyright Act (17 U.S.C. § 101 et seq.). All rights to such work remain exclusively with Company.
User data and derived data. As between the parties, User retains all right, title, and interest in and to any personal, patient-specific, or agency-specific information submitted or stored by User in the course of using the Services (“User Data”). However, User grants Company a non-exclusive, royalty-free, worldwide, irrevocable, and transferable right to host, copy, transmit, process, use, and analyze User Data (a) as necessary to provide the Services, (b) to maintain logs, audit trails, and backups, and (c) to create and use de-identified, aggregated, or statistical data derived from User Data, provided that no such use discloses the identity of any individual or Agency. Company owns all rights in and to such de-identified and aggregated data and may use such data for analytics, service improvement, training of machine learning models, benchmarking, and other business purposes, subject to applicable law.
Third-party tools and licensing. The Services may incorporate or rely upon third-party tools, datasets, or software systems, including but not limited to medication databases, clearinghouses, AI models, and communications platforms, that are governed by separate license terms. User may be required to enter into agreements with certain third-party vendors in order to access and use those integrated features. User agrees that it shall not use, install, or maintain any software, scripts, plugins, or third-party tools in connection with the Services that interfere with, disrupt, degrade, or compromise the functionality, performance, accuracy, or data integrity of the Services. In the event any such use results in downtime, misrouting, system degradation, inaccuracy, or loss of data, User shall be solely responsible and agrees to indemnify, defend, and hold Company harmless from and against all resulting damages, losses, liabilities, and costs (including reasonable attorneys’ fees).
Company servers and access. User acknowledges that the Services are hosted on servers owned, leased, or controlled by Company or its infrastructure providers (“Company Servers”). User shall have no rights or interests in the Company Servers other than the limited right to access the Services via the internet in accordance with this Agreement. Company retains all operational and administrative rights over the hosting environment.
Trademarks and branding. All Company trademarks, logos, service marks, branding elements, and trade names, whether registered or unregistered (“Company Marks”), are and shall remain the exclusive property of Company. User may not use, reproduce, or display any Company Marks without prior written consent, except as expressly permitted in white-labeled areas of the Services or agreed upon in writing. All other marks displayed within the Services belong to their respective owners.
Feedback and submissions. Any ideas, feedback, comments, suggestions, enhancements, questions, or other input submitted by User to Company in connection with the Services (collectively, “Submissions”) are non-confidential and shall become the sole and exclusive property of Company. Company shall own all intellectual property rights in and to such Submissions and shall be entitled to use, exploit, disclose, publish, or incorporate such Submissions into its products or services without acknowledgment, attribution, compensation, or restriction of any kind.
Limitation of liability; disclaimer or warranties.
Use at your own risk. User acknowledges that use of the Services is entirely at User’s own risk. Company does not guarantee uninterrupted, error-free, or secure operation of the Services, and makes no representations regarding the accuracy, reliability, completeness, or performance of any functionality, content, or information made available through the Services. User assumes full responsibility for all risks arising out of or related to their use of the Services, including any business, operational, clinical, or administrative decisions made in reliance on the Services or information accessed through them.
No responsibility for User-provided information. All data, documents, assessments, visit records, billing codes, or clinical notes submitted through the Services are entered and controlled by the User or their affiliated Agency. Company does not verify the accuracy, legality, or completeness of any User-submitted information. Company shall not be liable for any claims, damages, delays, billing errors, misrepresentations, penalties, or audit results arising from inaccurate, incomplete, untimely, or improperly formatted data submitted by User.
Third-party systems and dependencies. User acknowledges that certain features of the Services rely on third-party data sources, databases, clearinghouses, or APIs, including but not limited to Medicare working file data, drug databases, and eligibility or billing clearinghouses. Company does not control and shall not be liable for any unavailability, downtime, inaccuracy, interruption, or failure resulting from third-party systems, including the Centers for Medicare & Medicaid Services (CMS), Inovalon, MediSpan, Microsoft Azure, Twilio, Firebase, or others. User is not entitled to any refund, credit, or compensation for downtime attributable to any third-party system beyond Company’s control.
LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOODWILL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST USER BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF COMPANY IN CONNECTION WITH THE SERVICES, AND/OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE FEES PAID BY USER TO COMPANY HEREUNDER FOR THE SERVICES IN QUESTION IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SERVICES MAY BE BROUGHT BY USER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. USER ACKNOWLEDGES THAT THE FEES PAID BY USER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY AND EACH PARTY AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
DISCLAIMER OF WARRANTIES. COMPANY MAKES NO WARRANTY WITH RESPECT TO THE SERVICES AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF, OR INABILITY TO USE, THE SERVICES AND COMPANY SERVICES, INCLUDING THE INFORMATION, DATA, SOFTWARE, SOLUTIONS OR PRODUCTS CONTAINED THEREIN OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. COMPANY DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS, OR COMPLETENESS OF THE SERVICES, THE DATA, OR ANY COMPONENT THEREOF. COMPANY SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. THE SERVICES, THE DATA, AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND USER’S USE OF THE SERVICES IS AT USER’S OWN RISK. USER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT. NO REPRESENTATIVE, AGENT, EMPLOYEE, OR OTHER PERSON IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
Presumption of satisfaction. All other provisions to the contrary notwithstanding, all services performed by Company under this agreement for which there is no written notice of deficiency given by the User within thirty 30 days, the performance of said service shall be conclusively presumed to have been satisfactorily performed.
Submission of information. User shall strictly adhere and conform to the methods, procedures, policies, and instructions issued by CMS (Centers for Medicare & Medicaid Services) and Company pertaining to the collection, recording, and submission of all requested information to be submitted to Company for the purpose of performing the services under this agreement. It is understood and agreed that any deviation from same by User may result in the assessment and collection of additional fees by Company from the User. It is understood and agreed that all documents generated, and work performed by Company pursuant to this agreement shall be based upon information furnished by the User, and Company assumes no responsibility or liability for the correctness of the information furnished to it by the User.
No control over Users. Company does not control, direct, or supervise the actions or omissions of any User, including Agencies, Agency Users, Caregiver Users, or Patient Users. Company is not responsible for the quality, qualifications, reliability, or conduct of any User, nor does Company verify the professional background, licensure, or appropriateness of any User’s participation in the Services. Company disclaims all responsibility for the outcome of any clinical, administrative, billing, or communications activity undertaken by or between Users through or in connection with the Services.
User interactions and content. User is solely responsible for their interactions with other Users. Company does not screen, endorse, or assume responsibility for the conduct of any User—online or offline—including Agencies, Caregiver Users, or Patient Users. Company does not procure insurance or assume liability for any employment, care, data-sharing, or service-related arrangement formed between Users. By using the Services, User assumes all risks associated with engaging with other Users and agrees that Company is not responsible for the acts or omissions of any User, whether authorized or unauthorized. User acknowledges that content, opinions, statements, offers, or other materials available through the Services but not posted directly by Company are the sole responsibility of the respective author. Under no circumstances shall Company be liable for any harm or loss arising from User’s reliance on such content. Company reserves the right, but not the obligation, to monitor, edit, or remove content in its sole discretion that may violate this Agreement, applicable law, or the rights or safety of others. User understands that information shared within the Services—including messages, profile content, or other posted materials—may be accessible to other Users or authorized personnel. Company is not responsible for the misuse of any personal information voluntarily disclosed by User to other Users through the Services. Company disclaims all liability for acts of harassment, stalking, identity theft, or harm resulting from such disclosure.
Unauthorized access and data disclosure. User is solely responsible for maintaining the confidentiality and security of their account credentials. Company expressly disclaims any liability arising from unauthorized access to, or use of, User’s account. Should User suspect that any unauthorized party may be accessing their account or that any security breach has occurred, User agrees to notify Company immediately. User acknowledges that other Users may obtain or misuse information that User provides, publishes, or shares through the Services. Company is not responsible for any harm, harassment, or misconduct resulting from a User’s voluntary disclosure of personal or professional information to other Users. Company disclaims all liability, regardless of the form of action, for misuse or unauthorized access of User content or identity, whether by other Users, external actors, or malicious parties, including “hackers”.
Location data limitation. Location data provided through the Services or Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or were erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Company, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed though the Services. Any User’s Information, including geolocational data, User uploads, provides, or posts on the Services may be accessible to Company and certain Users of the Services and Services.
Data plan costs. Company advises User to use the Services with a data plan with unlimited or very high data usage limits, and company shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan User uses to access Company Services.
Survival. The provisions of this Section 13 shall survive termination or expiration of this Agreement.
Indemnity.
Indemnity by User. User agrees to defend, indemnify, and hold harmless Company, including its affiliates, subsidiaries, officers, directors, employees, agents, contractors, successors, and assigns (each, an “Indemnified Party”), from and against any and all third-party claims, demands, actions, causes of action, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) User’s use of the Services; (b) any violation by User of this Agreement or any policy or document incorporated by reference; (c) any violation by User of applicable law, rule, or regulation, including but not limited to those relating to data privacy, HIPAA, employment classification, licensure, or professional standards; (d) any dispute or interaction between Users, including those involving Agencies, Caregiver Users, Patient Users, or family members; (e) any materials, information, content, or communications submitted, uploaded, or transmitted by User that infringe or misappropriate the intellectual property, publicity, or privacy rights of any third party; and (f) any actual or alleged negligence, willful misconduct, misrepresentation, or fraudulent act by User. This indemnification obligation applies regardless of whether an Indemnified Party is alleged to have been partially negligent, provided such liability does not arise from the gross negligence or willful misconduct of the Indemnified Party.
Cooperation. User agrees that it shall not settle any indemnifiable claim without the prior written consent of Company. Company shall have the right to participate in the defense of any claim subject to indemnification under this section with counsel of its own choosing, at its own expense. At Company’s request, User shall cooperate fully in the defense of any claim, including providing access to relevant personnel, documents, and systems.
No authority to bind Company. User acknowledges and agrees that: (a) this Agreement does not create an employment, partnership, joint venture, franchise, or agency relationship between User and Company; (b) User has no authority to enter into agreements or make commitments on behalf of Company; and (c) User shall not hold itself out as having such authority or represent to any third party that it is an employee, agent, or authorized representative of Company.
Term and termination.
Commencement and Term. This Agreement commences upon User’s acceptance of the Terms of Service and creation of a User account and shall remain in effect unless and until terminated in accordance with this Section. If User is an Agency, the term of this Agreement shall be as specified in the applicable Subscription Agreement, Master Service Agreement, or Service Order, and shall automatically renew for successive renewal terms unless terminated by either party pursuant to this Section.
Termination by Agency. An Agency may terminate this Agreement by providing Company with written notice of termination at least thirty (30) days prior to the expiration of the then-current term as specified in the governing Service Order or Subscription Agreement. The Agency remains responsible for full payment of all fees due through the end of the applicable term and any subsequent renewal terms unless otherwise agreed in writing by Company.
Termination by other Users. Individual Users (including Agency Users, Caregiver Users, and Patient Users) may terminate their use of the Services at any time by ceasing use and requesting account deactivation, subject to applicable retention periods and the Agency’s administrative permissions. If User is a paying Agency, User may also terminate immediately upon written notice in the event of Company’s material breach that remains uncured for more than thirty (30) days following written notice thereof.
Termination by Company. Company may terminate or suspend this Agreement, User’s account, or access to any part of the Services, at any time and for any reason or no reason, with or without prior notice. Without limiting the foregoing, Company may, at its sole discretion, terminate this Agreement or suspend access effective immediately in the event of: (a) any material breach of this Agreement by User; (b) User’s failure to pay any amount due to Company when due; (c) actual or suspected fraud, abuse, misconduct, misrepresentation, or unlawful conduct by User; (d) any conduct that exposes Company to potential liability, regulatory action, or reputational harm; (e) security incidents, unauthorized access, or violations of privacy or confidentiality obligations; (f) User’s participation in or facilitation of prohibited activities, including use of third-party software that interferes with the Services; (g) changes in law, third-party provider relationships, or platform configuration that materially impact Company’s ability to support User’s access or account. Company shall not be liable to User or any third party for any modification, suspension, or termination of access in accordance with this Section. All rights not expressly granted to User are reserved by Company.
Effect of termination; read-only access. Upon termination or expiration of this Agreement, User shall no longer have access to active Services functionality and may no longer create, modify, or transmit data through the platform. Subject to payment of all outstanding balances and Company’s then-current policies, Company may, at its discretion, grant User limited read-only access to historical data for archival or audit purposes. Read-only access shall be available for a maximum of twelve (12) months following termination. To receive read-only access, User must pay a recurring monthly access fee of no less than $99.00 USD per account, location, or branch, with the final rate subject to adjustment by Company based on the complexity, duration, or scope of access requested at the time of termination. If such fee remains unpaid, Company may suspend or revoke read-only access until all amounts due are paid in full. Read-only access is not available to accounts suspended for fraud, abuse, or unresolved material breach. Company reserves the right to increase the read-only access fee annually after the first year.
Survival. The provisions of Sections 1 (Definitions), 5 (Relationship of the Parties), 7 (Communications), 8 (User Information), 11 (Representations and Warranties), 12 (Intellectual Property), 13 (Disclaimers), 14 (Indemnification), this Section 15, and Sections 16 through 19 shall survive termination or expiration of this Agreement.
Confidential information.
Company Confidential Information. User acknowledges and agrees that the Services, including without limitation all documentation, specifications, screens, reports, file structures, databases, formats, visual layouts, and proprietary workflows associated with the Services, as well as any other non-public information provided by Company relating to the Services, constitute the confidential and proprietary information and trade secrets of Company (“Confidential Information”). User shall not reproduce, publish, disclose, distribute, display, sublicense, or otherwise make available any Confidential Information to any third party without the prior written consent of Company, except to those employees or agents of User who have a need to know such information solely for purposes of exercising rights expressly granted under this Agreement and who are bound by written confidentiality obligations no less restrictive than those set forth herein. Notwithstanding the foregoing, User may disclose Confidential Information: (a) to a governmental or regulatory authority to the extent required by law, provided that User gives prompt written notice to Company (unless prohibited by law) and cooperates with any effort by Company to obtain a protective order or otherwise limit the scope of such disclosure; and (b) to its own clients, only to the extent such information was expressly designated in writing by Company as prepared for client disclosure. User shall not, without Company’s prior written approval, use the name “InMyTeam” or refer to the Services in any advertising, press release, marketing, or promotional materials.
Protection of Confidential Information. User acknowledges that the Services contain highly sensitive proprietary information and trade secrets of Company, and that any unauthorized use or disclosure of such information would cause serious and irreparable harm to Company. User agrees to take all commercially reasonable measures to protect the confidentiality of Company’s Confidential Information and to prevent any unauthorized use or disclosure thereof. Such protective measures shall be at least as stringent as those used by User to protect its own most sensitive confidential information and shall include, without limitation: (a) maintaining the Services behind secure user authentication and access control mechanisms; (b) restricting access to Confidential Information solely to those personnel with a legitimate business need; (c) prohibiting the storage or transmission of Confidential Information on unsecured systems; and (d) implementing appropriate administrative, technical, and physical safeguards. These obligations shall survive termination of this Agreement and shall remain in effect for as long as the Confidential Information remains non-public and proprietary.
Confidentiality of terms. The existence, terms, pricing, and conditions of this Agreement (including any exhibits, Service Orders, or Addenda) are the confidential information of both parties. Neither party shall disclose this Agreement or its terms to any third party without the prior written consent of the other party, except: (a) as required by law or court order (in which case the disclosing party shall provide advance notice to the other party, unless legally prohibited); (b) to its legal, tax, or accounting advisors under obligations of confidentiality; or (c) in connection with a bona fide financing, acquisition, merger, or due diligence process, provided that the receiving party is bound by a written confidentiality obligation.
Non-solicitation of Company personnel. During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration, User agrees that it shall not, directly or indirectly, solicit, recruit, hire, engage, or otherwise employ or contract with any person who is or was an employee, consultant, or contractor of Company without Company’s prior written consent. In the event of a breach of this provision, User agrees to pay Company, as liquidated damages and not as a penalty, a one-time fee equal to two (2) years of the individual’s total annualized compensation as last paid by Company, including base salary or contractor payments, bonuses, commissions, and benefits. The parties acknowledge and agree that this amount is a reasonable estimate of the actual damages that Company would suffer from such a breach and is intended to serve as fair compensation in lieu of actual damages, which are difficult to ascertain.
Equitable relief. User acknowledges that any breach or threatened breach of this Section 16, including but not limited to unauthorized use, disclosure, or distribution of Company’s Confidential Information, would cause Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Company shall be entitled to seek immediate injunctive or equitable relief, including temporary or permanent restraining orders, specific performance, and other equitable remedies, without the necessity of posting bond or proving actual damages. In the event Company reasonably believes that a breach is likely to occur, Company may demand immediate written assurances of compliance. If such assurances are not provided to Company’s satisfaction within a time frame determined by Company in good faith, Company may, without further notice, suspend User’s access to the Services or take any other protective action deemed necessary to prevent disclosure or misuse. These rights are in addition to, and not in lieu of, any other legal or equitable remedies available to Company.
Confidentiality of Patient Information. User acknowledges that use of the Services may involve access to protected health information (“PHI”), including oral, written, or electronic information relating to patients who receive services through an Agency. User agrees to maintain the confidentiality and security of all such Patient Information in accordance with: (a) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, and any implementing regulations; (b) all applicable state and federal privacy laws; and (c) the terms of this Agreement and any applicable Business Associate Agreement (“BAA”). User shall only access, use, or disclose such Patient Information as permitted by law and solely to the extent necessary to perform its authorized role. User shall implement administrative, technical, and physical safeguards to prevent unauthorized access or disclosure and shall report any suspected breach immediately in accordance with Company’s incident response protocols.
Relationship to business associate agreement. If a Business Associate Agreement (“BAA”) or equivalent contract is in place between Company and User or User’s Agency, the terms of such BAA are incorporated by reference into this Agreement and shall govern the handling of PHI. To the extent any provision of this Agreement conflicts with a provision of the BAA regarding the collection, use, disclosure, or protection of Patient Information, the terms of the BAA shall control. No term of this Agreement shall be construed to reduce or limit the obligations imposed by the BAA with respect to HIPAA compliance, breach notification, or data security.
Miscellaneous.
Waiver of breach. No failure or delay by either party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. A waiver by either party of any breach of this Agreement shall not be deemed a waiver of any subsequent or other breach of the same or any other provision. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.
Binding Effect; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. User may not assign, delegate, or transfer this Agreement, in whole or in part, without the prior written consent of Company. Any purported assignment without such consent shall be void.
Governing Law. Except as provided in Sections 18 and 19 with respect to arbitration (which shall be governed by the Federal Arbitration Act), this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply to this Agreement.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (with confirmation of delivery); (c) on the date sent by email if sent during normal business hours of the recipient, otherwise on the next business day; or (d) on the third business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
Notices to Company shall be addressed to:
InMyTeam Corp
3600 Red Road, Suite 310
Miramar, Florida 33025
Email: info@inmyteam.com
Notices to User shall be sent to the mailing address or email address provided during registration or as updated in User’s account profile. Either party may change its notice address by written notice given in accordance with this Section.
Consent to jurisdiction. To the extent any claim or legal proceeding is permitted to be brought in court and not subject to arbitration under Section 18 or Section 19, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, and waive any objections based on inconvenient forum or lack of jurisdiction. Each party further waives any right to trial by jury in any such proceeding to the fullest extent permitted by law.
Force majeure. Neither party shall be liable or deemed in default for any failure or delay in performance under this Agreement (except for payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God; pandemics or public health emergencies; governmental actions or orders; labor shortages or strikes (excluding those affecting a party’s own workforce); supply chain failures; power outages; Internet service provider disruptions; failure of third-party infrastructure (e.g., Azure, Inovalon, Twilio, etc.); or civil disturbances, terrorism, or war. The affected party shall provide prompt notice to the other party of such force majeure condition and use commercially reasonable efforts to resume performance.
Headings. The headings and section titles used in this Agreement are for convenience only and shall not affect the construction or interpretation of any provision. They shall not be deemed to limit, modify, or expand the scope of any provision herein.
Entire agreement. This Agreement, including all referenced exhibits, schedules, addenda, service orders, privacy policies, and any incorporated documents, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof. It supersedes all prior and contemporaneous understandings, agreements, representations, proposals, or communications, whether oral or written, relating to such subject matter. No course of performance, prior dealing, or usage of trade shall be used to modify, supplement, or explain any term herein. In the event of any conflict between the main body of this Agreement and any incorporated Addendum or Service Order, the terms of the Addendum or Service Order shall govern to the extent of the conflict.
Joint and several liability. If multiple Users are affiliated with or act on behalf of the same Agency, all such Users and the Agency shall be jointly and severally liable for any payment obligations or breaches of this Agreement arising from their collective or individual conduct. Agency acknowledges that it has received sufficient and independent consideration for agreeing to joint and several liability under this provision and that this obligation is material to Company’s willingness to provide the Services.
Compliance with applicable laws. Company shall perform the Services in material compliance with applicable federal, state, and local laws. The Services have been designed to assist Users in meeting certain obligations under laws such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), but Company does not warrant or guarantee legal compliance. User is solely responsible for ensuring that its access to and use of the Services, including collection, processing, storage, and transmission of any personal or health information, complies with HIPAA and all other applicable laws, rules, and regulations. Company shall not be liable for User’s failure to comply with any legal obligation, including failure to secure necessary patient consents, authorizations, or disclosures.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, consistent with the parties’ original intent.
Counterparts; electronic execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means (including PDF or electronic signature platforms such as DocuSign or Adobe Sign) shall be deemed to have the same legal effect as delivery of an original executed copy.
Non-exclusivity. This Agreement is non-exclusive. Nothing in this Agreement shall be construed to restrict Company from providing the Services, or any similar services, to any other customer, entity, or person. Likewise, nothing herein shall restrict User from procuring similar services from third parties, provided that such activities do not result in a breach of this Agreement. Company makes no representation or warranty as to the availability, quantity, or exclusivity of work, referrals, service volume, or revenue to be provided to User under this Agreement. Company shall not be liable for any lost opportunity, unmet projections, or unrealized revenue based on User’s use of the Services.
Medicare notification and certification. Company may complete and submit applicable electronic data interchange (EDI) enrollment forms and provider authorization agreements to User’s Medicare Fiscal Intermediary in order to obtain electronic access to claims and remittance data on User’s behalf. User certifies that: (a) it is not under investigation for fraud or abuse by any governmental agency; (b) it has not been excluded, suspended, or debarred from participation in the Medicare, Medicaid, or any other state or federal health care program; and (c) it will immediately notify Company in writing upon becoming the subject of any such investigation, audit, suspension, or exclusion. Failure to notify Company shall constitute a material breach of this Agreement.
Warranty of authority. Each User represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. If User is entering into this Agreement on behalf of an Agency or other entity, User represents and warrants that it has been duly authorized to bind such entity and that this Agreement constitutes a legal, valid, and binding obligation of that entity, enforceable against it in accordance with its terms.
Modifications to agreement. Company reserves the right to modify or update this Agreement, including any incorporated policies or addenda, at any time and in its sole discretion. Company may post such changes at www.inmyteam.com/terms, or another URL designated by Company. It is User’s responsibility to regularly review the most current version of the Agreement. Continued use of the Services following any modification constitutes User’s binding acceptance of the updated terms, whether or not User has reviewed them. If User does not agree to the updated terms, User must immediately discontinue use of the Services. No modification shall apply to any dispute for which Company had actual notice prior to the effective date of the change.
WAIVER OF CLASS ACTIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH USER AGREES THAT ANY LEGAL ACTION, PROCEEDING, OR ARBITRATION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. USER EXPRESSLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST COMPANY OR ITS AFFILIATES.
Third-party sites and services. The Services may include links to, integrations with, or access to websites, platforms, tools, or services operated by third parties (“Third-Party Services”), including but not limited to payment processors, payroll providers, AI Vendors, communications platforms, or reference databases. These Third-Party Services are not owned, controlled, or operated by Company, and Company does not endorse, warrant, or assume any responsibility for them. User acknowledges and agrees that: Company is not responsible for the availability, content, terms of use, privacy practices, or functionality of any Third-Party Service; Company does not guarantee any results from the use of such Third-Party Services or their outputs; use of Third-Party Services is subject to separate terms and conditions imposed by the respective third-party provider, which may include obligations, fees, or liabilities not covered under this Agreement. Company shall not be liable for any damage, loss, interruption, or unauthorized access resulting from User’s use of, or reliance on, any Third-Party Service. It is User’s responsibility to review the applicable terms and policies of such third parties prior to engaging or authorizing their use in connection with the Services.
Arbitration agreement for Professional Users.
IMPORTANT NOTICE TO PROFESSIONAL USERS: BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO RESOLVE CERTAIN DISPUTES WITH COMPANY EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, SUBJECT TO THE TERMS SET FORTH BELOW. THIS SECTION LIMITS YOUR ABILITY TO PURSUE CLAIMS IN COURT, IN A CLASS OR COLLECTIVE ACTION, OR THROUGH A JURY TRIAL.
This Arbitration Agreement (“Arbitration Provision”) is a material term of this Agreement and applies to all current and former Professional Users of the Services. This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), and evidences a transaction involving interstate commerce.
Except as otherwise stated in this Agreement, this Arbitration Provision applies to any and all claims, disputes, or controversies, whether based in contract, tort, statute, regulation, or any other legal theory, arising out of or relating to: (a) this Agreement or any prior version of the Terms of Service; (b) the creation, use, or termination of any account or access to the Services; (c) any relationship between Professional User and Company, including termination or denial of access; and (d) any actual or alleged act or omission by Company or its officers, directors, employees, agents, affiliates, successors, or assigns.
This Arbitration Provision also applies to disputes between Professional Users and any Agencies with whom they interact through the Services. Company, its affiliates, and any participating Agencies are intended third-party beneficiaries of this Arbitration Provision and may enforce its terms directly against Professional Users.
Mandatory informal negotiation. Before initiating mediation or arbitration under this Agreement, the parties shall first attempt to resolve any dispute through good-faith informal negotiations. The initiating party must deliver a written notice to the other party describing the nature of the dispute, the factual and legal basis for the claim, and the specific relief requested (“Dispute Notice”). Within fifteen (15) business days of receipt of the Dispute Notice, the parties shall confer, via telephone or video conference, to attempt to resolve the matter informally. If the dispute is not resolved within twenty (20) business days of the first conference (or such longer period as Company may approve in writing), either party may initiate formal mediation in accordance with Section 18.2.
The statute of limitations for any claim shall be tolled from the date the Dispute Notice is received until the earlier of (a) the expiration of the informal negotiation period or (b) Company’s written waiver of this requirement. Failure by User to participate in good faith in informal negotiations shall constitute a material breach of this Agreement and may result in dismissal of any subsequent arbitration demand.
Mandatory pre-arbitration mediation. If informal negotiation under Section 18.1 fails to resolve the dispute, the parties agree to submit the matter to non-binding mediation before initiating arbitration. Mediation shall be a condition precedent to arbitration and shall be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its then-current mediation procedures, except as modified by this Section or otherwise agreed by the parties in writing.
Mediation shall occur remotely via video conference or, at Company’s sole discretion, in person in Miramar, Florida. Each party shall bear its own attorneys’ fees and costs, and the parties shall share equally the mediator’s fees and administrative expenses.
The party initiating the dispute shall provide written notice of its demand for mediation to the other party, clearly identifying the nature of the claim, the legal and factual basis thereof, and the relief sought. The parties must complete mediation within sixty (60) days of such notice unless extended in writing by Company.
The statute of limitations shall remain tolled from the date of the Dispute Notice through the conclusion of the mediation. Failure by User to participate in mediation in good faith may result in forfeiture of the right to initiate or maintain arbitration proceedings and shall constitute a material breach of this Agreement.
Binding individual arbitration. Subject to completion of the required negotiation and mediation steps in Sections 18.1 and 18.2, and to all other limitations in this Section 18, any dispute, claim, or controversy between User and Company arising out of or relating to this Agreement, the Services, the termination or suspension of access to the Services, or the relationship between User and Company or any Agency (collectively, “Covered Disputes”) shall be submitted to and resolved exclusively by final and binding arbitration on an individual basis only.
This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and shall be interpreted and enforced in accordance with federal substantive law. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all Covered Disputes, including without limitation disputes relating to the enforceability, formation, interpretation, validity, or scope of this Arbitration Provision, as well as any defenses to arbitration (including unconscionability or waiver), and all claims arising under federal, state, or local statutes, common law, or regulatory frameworks.
This Arbitration Provision applies not only to disputes between User and Company, but also to disputes involving Company’s officers, directors, employees, agents, contractors, parents, subsidiaries, affiliates, successors, assigns, and any Agency with which User interacts through the Services. Company and Agency are each intended third-party beneficiaries of this Arbitration Provision and may enforce its terms directly.
The arbitrator shall have no authority to hear or decide any dispute on a class, collective, or representative basis (except as expressly permitted in Section 18.7). Arbitration shall be the exclusive forum for resolving Covered Disputes, and no action may be brought in any court except as expressly provided herein or required by law.
This Arbitration Provision survives termination of this Agreement and supersedes any prior agreements regarding dispute resolution between the parties.
Arbitrator selection and venue. Arbitration shall be administered by JAMS and conducted pursuant to its applicable rules, including the JAMS Streamlined Arbitration Rules and Procedures if the dispute involves claims totaling less than $250,000.00, or the JAMS Comprehensive Arbitration Rules & Procedures otherwise. Notwithstanding the foregoing, to the extent any JAMS rule conflicts with this Agreement, this Agreement shall control.
Unless otherwise agreed in writing, the arbitrator shall be selected by mutual agreement of the parties from a list of five (5) neutral arbitrators provided by JAMS. If the parties are unable to agree on an arbitrator, the arbitrator shall be selected using the alternate strike method, with the initiating party making the first strike. All arbitrators shall be licensed attorneys in good standing or retired judges with experience in the substantive area of law at issue.
Unless otherwise required by law or mutually agreed by the parties in writing, the arbitration shall take place either (a) remotely by video conference; or (b) in person in Miramar, Florida, or such other location within fifty (50) miles thereof as Company may designate in its sole discretion. User waives any objection based on inconvenience of venue or personal jurisdiction to arbitration in such location.
The arbitrator shall have the authority to resolve disputes regarding arbitrability, jurisdiction, venue, and enforceability, except as otherwise provided in Section 18.6 (Class Action Waiver) and Section 18.7 (PAGA Waiver), which shall be resolved exclusively by a civil court of competent jurisdiction.
Initiating arbitration. To initiate arbitration, the party asserting the claim must serve a written demand for arbitration on the other party within the time period required by the applicable statute of limitations. The arbitration demand must include: (a) the full name and contact information of the claimant; (b) a detailed statement of the legal and factual basis for each claim; (c) the specific relief sought; and (d) a copy of this Arbitration Provision.
Any arbitration demand served on Company must be delivered both by electronic mail to info@corplaw.us and by certified mail or nationally recognized overnight courier to:
InMyTeam Corp
Attn: Legal Department
3600 Red Road, Suite 310
Miramar, FL 33025
The arbitrator shall have exclusive authority to resolve all issues relating to the timeliness, sufficiency, and procedural propriety of any arbitration demand. The company may object to any demand that does not comply with this provision.
Notwithstanding any other provision of this Agreement, either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive or equitable relief to preserve the status quo or prevent irreparable harm, pending resolution of the arbitration. Any such request shall not be deemed a waiver of this Arbitration Provision.
How arbitration proceeds. The arbitration shall be conducted by a panel of three arbitrators arbitrator and shall proceed on an individual basis only. No arbitration may be combined with another arbitration or claim involving any other User or party. The arbitrator shall have no authority to consolidate proceedings or permit any form of class, collective, mass, or representative action in arbitration.
Each party shall have the right to conduct reasonable discovery consistent with the nature and complexity of the dispute. The arbitrator shall have discretion to limit discovery, resolve discovery disputes, and issue appropriate protective orders. The arbitrator may also rule on dispositive motions without a hearing and shall manage the proceedings to ensure cost-efficiency and timely resolution.
Each party shall have the right to present evidence and argument in support of its position. The arbitrator may conduct hearings by video conference or telephone unless both parties agree in writing to an in-person hearing. If a hearing is held, the arbitrator shall determine the time and manner of presentation of evidence and argument.
The arbitrator shall issue a reasoned written award stating the essential findings and conclusions on which it is based. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
CLASS ACTION WAIVER ENFORCEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY JAMS RULE, ANY DISPUTE RELATING TO THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THE CLASS ACTION WAIVER SHALL BE DECIDED EXCLUSIVELY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY THE ARBITRATOR. IF ANY PORTION OF THE CLASS ACTION WAIVER IS HELD UNENFORCEABLE OR UNLAWFUL, THAT PORTION SHALL BE SEVERED AND THE REMAINING ENFORCEABLE PROVISIONS SHALL REMAIN IN EFFECT. TO THE EXTENT ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION MAY PROCEED, SUCH ACTION MUST BE LITIGATED IN COURT AND NOT IN ARBITRATION.
Nothing in this Section shall prevent Company from seeking enforcement of this Arbitration Provision, including the Class Action Waiver, in court at any time.
PAGA waiver. To the maximum extent permitted by applicable law, User and Company agree to waive any and all rights to bring claims under the California Private Attorneys General Act of 2004, California Labor Code §§ 2698 et seq. (“PAGA”), on a representative or collective basis, whether in court or arbitration. Any claim by User for civil penalties under PAGA must be arbitrated individually and may only seek relief based on alleged violations affecting that User personally. The arbitrator shall not have authority to hear or decide any PAGA claim on behalf of other individuals or to award relief to anyone other than the individual claimant. All such representative PAGA claims are expressly excluded from arbitration. Notwithstanding any other provision of this Agreement, including any applicable JAMS rules, any dispute regarding the enforceability, validity, or interpretation of this PAGA Waiver shall be decided solely by a civil court of competent jurisdiction and not by the arbitrator. If any portion of this PAGA Waiver is held unenforceable or unlawful for any reason: (a) that provision shall be severed from this Agreement; (b) the severance of that provision shall not affect the enforceability of the remaining Arbitration Provision or the Class Action Waiver in Section 18.6; and (c) any representative PAGA claim must be litigated in court and not in arbitration, but the remainder of the claim (if any) that may be lawfully arbitrated on an individual basis shall proceed in arbitration.
Arbitration costs and fees. Unless otherwise required by applicable law, each party shall bear its own attorneys’ fees, costs, and expenses incurred in connection with any arbitration proceeding brought under this Agreement, including all costs associated with preparing for and participating in the arbitration. Company shall not be required to pay or advance any arbitration filing fees, administrative fees, or arbitrator compensation on behalf of User unless required to do so under applicable law or JAMS rules. In all cases where such fees are required to be paid by Company under governing law, User agrees that Company may later seek to recover those amounts as prevailing party costs if the arbitrator determines User’s claims lack merit or were brought in bad faith. Nothing in this Section shall be construed to entitle User to attorneys’ fees, costs, or any cost-shifting benefit unless such entitlement.
Arbitration hearing and award. The arbitrator shall confer with the parties regarding the format, scheduling, and conduct of any arbitration hearing. Unless the parties mutually agree otherwise, hearings shall be conducted remotely by video conference, or in Miramar, Florida at Company’s election. The arbitrator shall determine the admissibility, relevance, and weight of any evidence and shall have discretion to permit or deny oral argument and post-hearing briefing. The arbitrator may award any individual remedy available under applicable law, but only to the extent such remedy would be available in a court of law to an individual claimant and is not otherwise waived under this Agreement. The arbitrator may not issue relief that affects or binds any party other than the named User and Company, and may not award class-wide, collective, public injunctive, or representative relief. Within thirty (30) days of the close of the hearing, or such longer period as agreed by the parties or ordered by the arbitrator, the arbitrator shall issue a reasoned written award stating the essential factual findings and legal conclusions. The arbitrator’s award shall be final and binding, and may be enforced, modified, vacated, or confirmed in a court of competent jurisdiction in accordance with the Federal Arbitration Act.
Binding nature; no right to opt out. This Arbitration Provision is binding upon User as a condition of accessing or using the Services and may not be waived, revoked, modified, or opted out of by User. By accepting this Agreement or continuing to access the Services, User knowingly and voluntarily agrees to resolve all Covered Disputes exclusively through final and binding individual arbitration in accordance with the terms set forth herein. No oral or written statement by any Company representative may modify the scope, applicability, or enforceability of this Arbitration Provision. Company shall not be deemed to have waived enforcement of this Arbitration Provision under any circumstance, including by delay or failure to enforce its terms. This Arbitration Provision survives the termination of this Agreement and remains binding regardless of any change in the nature of User’s access to the Services, relationship with Company, or use of the platform.
Defined terms. For purposes of Section 18 only, the term “User” shall refer exclusively to individuals or entities accessing the Services as Professional Users, including but not limited to Agency Users and Caregiver Users, as defined in this Agreement. No Patient User or other category of User shall be deemed bound by or entitled to invoke the rights or procedures in Section 18 unless explicitly stated otherwise. Section 18 does not apply to Patient Users, whose dispute resolution obligations are governed solely by Section 19.
Severability and enforcement. This Arbitration Provision constitutes the full and complete agreement between User and Company relating to the formal resolution of disputes covered by Section 18. If any portion of this Arbitration Provision is found to be unenforceable or invalid, such provision shall be severed and the remainder of the Arbitration Provision shall remain in full force and effect. To the extent that any court of competent jurisdiction determines that any part of this Arbitration Provision is unenforceable as to a particular claim or party, such portion shall be severed only with respect to that specific claim or party, and the remainder shall be enforced to the maximum extent permitted by law. Under no circumstances shall this severability clause be construed to allow or require arbitration on a class, collective, or representative basis, unless separately agreed in writing by Company. Company reserves the right, in its sole discretion, to enforce this Arbitration Provision against any User, claim, or proceeding. Company’s decision not to enforce this provision in one instance shall not be deemed a waiver in any other instance, and shall not affect the validity or enforceability of this Arbitration Provision as a whole.
Arbitration agreement for Patient Users. This Section applies exclusively to Users who access or use the Services as Patient Users, including but not limited to individuals receiving care, their legal guardians, or other individuals who access the Services in a patient-facing role. This Section does not apply to Professional Users, whose dispute resolution terms are governed separately in Section 18.
Mandatory informal negotiation. Before initiating any mediation, arbitration, or legal proceeding against Company, Patient User agrees to first attempt to resolve the dispute through informal, good faith negotiations. The initiating party shall provide written notice to the other party describing the dispute in reasonable detail, including the legal and factual basis of the claim and the specific relief requested (“Dispute Notice”). Upon receipt of a valid Dispute Notice, the parties shall meet and confer in good faith, via telephone or video conference, within fifteen (15) business days to attempt to resolve the issue informally. If the dispute is not resolved within twenty (20) business days of the initial conference (or such longer period as Company may allow in writing), either party may initiate mediation pursuant to Section 19.2. The statute of limitations for any claim shall be tolled from the date a Dispute Notice is received until the earliest of (a) expiration of the informal negotiation period, (b) commencement of mediation, or (c) Company’s written waiver of the negotiation requirement. Failure by User to participate in good faith may result in dismissal of any subsequent legal or arbitration proceeding and shall constitute a material breach of this Agreement.
Mandatory mediation. If the dispute is not resolved through informal negotiation under Section 19.1, the parties shall submit the matter to confidential, non-binding mediation before initiating arbitration or litigation. Mediation shall be administered by a neutral dispute resolution provider selected solely by Company, such as JAMS or the American Arbitration Association, and shall be conducted virtually or, at Company’s election, in person in Miami-Dade County, Florida. User shall bear their own attorneys’ fees and costs and shall pay one-half of the mediator’s fees and administrative expenses. Company may, but is not obligated to, advance any portion of such fees on behalf of User. The party initiating mediation must provide written notice to the other party and the selected mediation provider describing the dispute and relief sought. Mediation must be completed within sixty (60) days of notice, unless extended by Company in writing. The statute of limitations shall remain tolled during the mediation process. If User fails or refuses to participate in mediation in good faith, such failure shall constitute a breach of this Agreement and may result in dismissal of any subsequent arbitration or legal claim. Company retains the right to proceed directly to arbitration if, in its sole discretion, mediation is no longer feasible due to User’s conduct or delay.
Binding individual arbitration. Subject to the negotiation and mediation procedures set forth above, any dispute, claim, or controversy between Patient User and Company arising out of or relating to this Agreement, the Services, the use or attempted use of the Services, or the relationship between the parties (each a “Claim”) shall be submitted to and resolved exclusively by final, binding, and individual arbitration. This Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and shall be interpreted and enforced accordingly. This Arbitration Agreement applies to all Claims between User and Company and its affiliates, subsidiaries, officers, directors, employees, agents, licensors, contractors, successors, and assigns, including but not limited to: breach of contract; consumer protection claims; advertising or marketing claims; claims regarding data, privacy, or security; medical or care-related claims to the extent permitted by law; claims for personal injury, emotional distress, or reputational harm; any statutory, regulatory, or common law claims related to User’s access to or use of the Services. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all threshold issues, including disputes regarding the formation, enforceability, scope, waiver, or applicability of this Arbitration Agreement—except for claims governed by the Class Action Waiver in Section 19.9, which shall be decided solely by a civil court. This Arbitration Agreement survives termination or expiration of this Agreement and remains binding regardless of any change in User status or use of the Services. User knowingly and voluntarily waives any right to resolve covered Claims in court or through a jury trial.
Arbitrator’s authority. The arbitrator shall have authority to resolve all Claims submitted in accordance with this Arbitration Agreement and to award any relief that would be available to an individual party under applicable law, subject to the limitations of this Agreement. The arbitrator may grant monetary damages, declaratory or injunctive relief, or any other remedy allowed by law—but only to the extent necessary to resolve the individual Claim of the party seeking relief. The arbitrator shall have no authority to: award relief on any class, collective, or representative basis; consolidate Claims of multiple parties; impose obligations on or award relief for or against any party who is not a named individual in the arbitration; alter, modify, or disregard any express term of this Agreement. Any injunctive or declaratory relief must be individualized and shall not extend beyond what is necessary to remedy the claimant’s own injury. The arbitrator’s award must be in writing, state the essential findings of fact and conclusions of law, and shall be final and binding as to the parties, subject only to judicial review as permitted under the FAA.
Judicial enforcement and carve-outs. Notwithstanding any provision of this Arbitration Agreement, Company may, at its sole discretion, seek injunctive, equitable, or provisional relief in a court of competent jurisdiction to preserve the status quo, protect intellectual property, prevent unauthorized access or misuse of data, or enforce the terms of this Agreement pending arbitration. Either party may also apply to a state or federal court in Miami-Dade County, Florida to confirm, enforce, modify, or vacate an arbitration award issued under this Section 19. User hereby irrevocably consents to personal jurisdiction and venue in such courts for all such purposes and waives any objection based on inconvenience of forum or lack of jurisdiction. This provision does not entitle User to bypass arbitration or bring claims in court except as expressly permitted herein. Company’s election to seek judicial relief under this section shall not waive or diminish its rights under the remainder of this Arbitration Agreement.
WAIVER OF COURT AND JURY TRIAL. BY ENTERING INTO THIS AGREEMENT, USER UNDERSTANDS AND AGREES THAT ANY CLAIM COVERED BY THIS ARBITRATION AGREEMENT SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION AND NOT IN COURT. USER HEREBY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL IN A COURT OF LAW, INCLUDING THE RIGHT TO A JURY TRIAL, FOR ANY CLAIM THAT IS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT.
This waiver applies to all disputes and claims between User and Company, regardless of the nature of the legal theory asserted, and regardless of whether the claim arises under statute, regulation, common law, or contract. This Arbitration Agreement is intended to require arbitration of all claims that can lawfully be arbitrated, and no provision herein shall be construed to allow User to circumvent this Agreement to Arbitrate through any procedural device or theory of waiver, revocation, or unconscionability except as expressly permitted by federal law.
Covered claims. This Arbitration Agreement applies to all disputes, claims, and controversies of any kind, whether based in law, statute, contract, tort, regulation, ordinance, equity, or any other source of legal obligation or entitlement, arising out of or relating to: (a) this Agreement or any prior version of the Terms of Service; (b) User’s use, attempted use, or inability to use the Services; (c) billing, charges, or payments made or allegedly owed; (d) any care, medical, wellness, scheduling, messaging, or support functions facilitated through the platform; (e) data privacy, security, account access, or communications; (f) the suspension, restriction, or termination of User’s access; (g) any representations, advertising, or marketing by Company; (h) any claims under consumer protection laws, unfair competition laws, or false advertising laws; (i) any claims for negligence, emotional distress, breach of contract, fraud, defamation, or violation of statutory rights; and (j) any other disputes relating in any way to the relationship between User and Company, regardless of when the alleged claim accrued. All disputes concerning the scope, enforceability, interpretation, applicability, waiver, or validity of this Arbitration Agreement, including any allegation that it is unenforceable, unconscionable, or revocable, shall be decided exclusively by the arbitrator, except for disputes expressly reserved for court under Sections 19.9 (Class Action Waiver) and 19.10 (Severability).
ACKNOWLEDGEMENT OF ARBITRATION CONSEQUENCES. BY ACCEPTING THIS AGREEMENT, USER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT: (a) USER IS WAIVING THE RIGHT TO HAVE ANY CLAIM HEARD IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL; (b) USER IS WAIVING THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION; (c) ALL COVERED CLAIMS MUST BE BROUGHT AND RESOLVED ON AN INDIVIDUAL BASIS ONLY THROUGH FINAL AND BINDING ARBITRATION; (d) THIS ARBITRATION AGREEMENT IS GOVERNED BY THE FEDERAL ARBITRATION ACT AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS; (e) THIS ARBITRATION AGREEMENT SURVIVES TERMINATION OF THE USER’S RELATIONSHIP WITH COMPANY; (f) USER HAS HAD A REASONABLE OPPORTUNITY TO READ, UNDERSTAND, AND CONSIDER THE CONSEQUENCES OF THIS AGREEMENT BEFORE USING THE SERVICES.
IF USER DOES NOT AGREE TO BE BOUND BY THIS ARBITRATION AGREEMENT, USER MUST IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND MAY NOT ACCESS OR USE ANY FEATURES PROVIDED BY COMPANY.
CLASS ACTION AND NON-INDIVIDUALIZED RELIEF WAIVER. USER AND COMPANY AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING UNDER THIS AGREEMENT SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USER AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN OR BRING ANY CLAIM AS A CLASS ACTION, COLLECTIVE ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION (EXCEPT AS OTHERWISE REQUIRED BY LAW), OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
The arbitrator shall have no authority to: hear or resolve any claim on a class, collective, or representative basis; award relief to or for the benefit of anyone other than the individual claimant; consolidate multiple Users’ claims into a single proceeding. Notwithstanding any other provision of this Agreement or of the arbitration rules of any administrator, any dispute regarding the enforceability, revocability, or validity of this Class Action Waiver shall be resolved only by a civil court of competent jurisdiction, not by the arbitrator. If any portion of this Section is found to be unenforceable or unlawful, that portion shall be severed, and the remainder of this Arbitration Agreement shall continue in full force and effect. In no event shall this severance permit arbitration to proceed on a class or representative basis without Company’s express written consent.
Defined terms. For purposes of this Section 19 only, the term “User” shall refer exclusively to individuals accessing the Services as Patient Users, including any individual receiving care through the Services or their legally authorized representatives. No Professional User, Agency User, or Caregiver User shall be deemed bound by or permitted to invoke the rights or procedures set forth in Section 19. Section 19 does not apply to Professional Users, whose dispute resolution obligations are governed solely by Section 18.
Severability. If any portion of this Arbitration Agreement is determined by a court of competent jurisdiction to be invalid, unenforceable, or illegal for any reason, such portion shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect. However, if any portion of the Class Action Waiver (Section 19.9) is found to be unenforceable with respect to any claim or party, then such class or representative claim must be litigated in a civil court of competent jurisdiction, and shall not be arbitrated under this Agreement. Under no circumstances shall this severability clause be construed to authorize arbitration on a class, collective, representative, or consolidated basis absent Company’s express written consent. Company reserves the right, in its sole discretion, to waive enforcement of this Arbitration Agreement on a case-by-case basis. No such waiver shall operate as a waiver in any other matter or proceeding.
Artificial Intelligence (“AI”) Services.
Definitions. For purposes of this Section:
“AI Features” means any functionality within the Services that incorporates machine learning, large language models (LLMs), natural language processing, or similar computational techniques to assist in generating, suggesting, editing, or interpreting text, data, or actions.
“AI Vendors” means any third-party provider of models or infrastructure supporting the AI Features, including but not limited to OpenAI, GROCK, or successors.
“Masked Data” means data submitted to an AI Vendor that has been automatically or manually de-identified, obfuscated, redacted, or transformed to prevent inclusion of personal identifiers or protected health information (PHI) as defined under HIPAA.
Scope of AI features. The AI Features within the Services are designed to assist Users with operational and administrative support, such as: suggesting language for clinical documentation; summarizing notes or care plans; assisting in drafting discharge instructions, scheduling follow-ups, or populating templated fields; aiding workflow automation through predictive or generative responses. The AI Features do not perform clinical evaluation, diagnosis, or treatment planning. No AI output constitutes a medical opinion, standard of care, or legal directive. Use of these Features is optional where enabled and subject to configuration by the Agency.
No clinical reliance. Users must not rely on any AI-generated output for purposes that require professional judgment or regulatory compliance. This includes, without limitation: determining eligibility for care or benefits; making hiring or credentialing decisions; issuing legal or regulatory certifications; diagnosing, treating, or managing patient health conditions. All AI outputs are intended as tools for human review and refinement. The final content, recommendation, or action remains the sole responsibility of the User. Any output generated by the AI Features must be reviewed and verified by a qualified individual prior to use, storage, submission, or reliance.
Data handling and masking. Company does not transmit PHI, personal identifiers, or account-linked sensitive information to third-party AI Vendors in connection with the AI Features. To the extent that any data is transmitted to a third-party AI Vendor, such data is transformed into Masked Data through automated or manual processes designed to remove identifying elements, including names, addresses, dates of birth, contact information, and any other direct or indirect identifiers as defined by applicable privacy laws, including the HIPAA. The masking process is designed to materially reduce the risk of data being recognized or re-identified by the AI Vendor or any third party. However, no masking process is guaranteed to be infallible, and Company does not represent or warrant that de-identification is irreversible or compliant with any particular legal standard of anonymization. Users are prohibited from inputting identifiable patient data, financial information, or any sensitive information not expressly permitted by Company in any AI interaction. By using the AI Features, User acknowledges and accepts the inherent risk of re-identification and agrees to comply with all applicable privacy, security, and consent obligations with respect to any data submitted to or received through such Features.
Limitations on use and responsibility. The AI Features are intended to augment, not replace, User activity, judgment, or obligations. Use of these Features does not absolve User of responsibility for validating any content, documentation, or communication generated through the Services. Company does not audit or review AI outputs for accuracy, appropriateness, regulatory sufficiency, or alignment with industry standards. User agrees not to use the AI Features for any unlawful, unauthorized, discriminatory, or high-risk purpose. This includes, but is not limited to, using the AI Features to generate, edit, or transmit: content intended to deceive, mislead, or impersonate others; records submitted to government or payor entities without independent review; adverse personnel or care determinations, including but not limited to denial of care, termination of staff, or patient discharge actions. User shall indemnify and hold Company harmless from any claims, fines, audits, losses, or third-party disputes arising out of misuse of the AI Features or reliance on AI outputs for consequential decisions or communications.
Third-party Vendors; No warranties. The AI Features operate in part through integrations with third-party AI Vendors. These vendors, including OpenAI and GROCK, are independent of Company and are not under Company’s control. Company makes no representations or warranties with respect to the continuity, reliability, availability, functionality, or accuracy of any AI Vendor’s services, or of the outputs generated therefrom. All AI Features are provided strictly “as is” and “as available,” without warranties of any kind, whether express or implied. Company disclaims all warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, security, merchantability, and non-infringement. Company expressly disclaims any responsibility for system errors, model hallucinations, inappropriate outputs, bias, or the completeness of any AI-generated result. User accepts full responsibility for evaluating the accuracy, legality, and appropriateness of any output and for the decision to use, discard, or modify such outputs.
Enforcement and suspension. Company reserves the right, without notice, to suspend or restrict User’s access to any or all AI Features at any time if Company, in its sole discretion, suspects misuse, over-reliance, data privacy violations, noncompliance with applicable laws, or conduct inconsistent with the intended purpose of the Features. Suspension of AI Features shall not constitute a breach of this Agreement, and no refund, offset, or credit shall be due to User as a result of such suspension. Company may also modify or discontinue any AI Feature or third-party AI Vendor integration at any time, without liability or obligation, including in response to legal, operational, or ethical concerns, or changes in model access or regulatory interpretations.
Regulatory cooperation and audit rights. User agrees to cooperate in good faith with Company in the event of any audit, regulatory inquiry, or legal investigation relating to the use of AI Features, including by providing access to relevant logs, records, configurations, and personnel. Company may also audit User’s use of AI Features periodically to ensure compliance with this Section, and User agrees to provide reasonable assistance and access to records upon request. To the extent User is subject to legal obligations under HIPAA, state medical board rules, or other regulatory schemes, User represents and warrants that it has the authority and internal compliance protocols necessary to adopt and supervise the use of AI technologies consistent with such frameworks.
Acknowledgment of risk and assumption of liability. By using the AI Features, User expressly acknowledges that: AI outputs may be inaccurate, biased, incomplete, or contextually inappropriate; No AI Vendor or Company system is infallible or able to account for all relevant variables; Any reliance on AI-generated content is undertaken at User’s sole risk. User assumes full responsibility and liability for all outcomes, consequences, and third-party impacts arising from the use, publication, or omission of AI-generated content. Company shall not be liable for any claims, losses, or damages, including those based on negligence, omission, or error, arising from or related to AI Features, whether direct or indirect, foreseeable or not.
Survival and Precedence. This Section 20 shall survive termination or expiration of this Agreement. In the event of any conflict between this Section and any other portion of this Agreement, including general disclaimers, indemnities, or limitations of liability, the provisions of this Section shall control solely with respect to the use of AI Features.
By using Company Services, User expressly acknowledges that User has read, understood, and taken steps to consider the consequences of this Agreement thoughtfully, that User agrees to be bound by the terms and conditions of the Agreement, and that User is legally competent to enter into this Agreement with Company.
IF THE USER DOES NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE USER MAY NOT USE OR ACCESS COMPANY SERVICES.