Terms of Service

Terms of Service

These Terms of Service (the "Terms") constitute a legally binding agreement between CertifyMed Inc., a Texas corporation ("CertifyMed," "Company," "we," "us," or "our"), and the entity or individual accessing or using the CertifyMed platform ("Customer," "you," or "your").

These Terms govern access to and use of:

• •The CertifyMed website located at https://certifymed.com (the "Site");
• •The CertifyMed cloud-based software platform;
• •All modules, tools, interfaces, APIs, dashboards, reporting systems, and related services made available by CertifyMed (collectively, the "Platform" or "Services").

Binding Agreement

By clicking "Accept," executing an order form, subscription agreement, or statement of work, accessing or using the Platform, or authorizing any user to access the Platform on your behalf, you represent and warrant that: (1) You have the legal authority to bind the organization you represent; (2) You have read and understand these Terms; and (3) You agree to be bound by them.

If you do not agree to these Terms, you may not access or use the Services.

Organizational Use

The Platform is intended for use by:

• •Government entities;
• •Managed care organizations;
• •Healthcare providers;
• •Case management agencies;
• •Enterprises administering public or private health and human services programs;
• •Other authorized organizations.

If you are entering into these Terms on behalf of an organization, you represent that you are authorized to do so. If you do not have such authority, you must not access or use the Platform.

Individual end users may access the Platform only as authorized users of a Customer organization and subject to that organization's oversight and governance.

Relationship to Other Agreements

If Customer has executed a separate written agreement with CertifyMed (including but not limited to a Master Services Agreement (MSA), Order Form, Statement of Work (SOW), Government Addendum, or Business Associate Agreement (BAA)), that agreement may supplement or modify these Terms.

In the event of a conflict between these Terms and a separately executed written agreement signed by both parties, the separately executed agreement shall control to the extent of the conflict.

Modifications

CertifyMed reserves the right to modify these Terms at any time by posting an updated version on the Site. Continued use of the Services following the effective date of any modification constitutes acceptance of the revised Terms.

For Customers operating under a separate written agreement, modifications may be subject to the amendment provisions of that agreement.

1. Nature of the Services

1.1 Software-as-a-Service Platform.

CertifyMed provides a cloud-based software-as-a-service (SaaS) platform (the "Platform") designed to support the administration, documentation, oversight, and reporting of health and human services programs, including but not limited to Home and Community-Based Services (HCBS), waiver programs, managed care programs, and related initiatives.

The Platform may include web-based interfaces, configurable modules, workflow engines, reporting dashboards, quality measurement tools, assessment tools, and related administrative functionality (collectively, the "Services").

1.2 Program Administration and Case Management Functionality.

The Services may include tools and modules that support:

• •Structured assessments and screening instruments;
• •Case management documentation and workflow tracking;
• •Service planning documentation;
• •Program enrollment and participant tracking;
• •Money Follows the Person (MFP) program management workflows;
• •Transition tracking and milestone documentation;
• •Quality measure tracking and reporting for HCBS services;
• •HCBS Settings Rule compliance monitoring and remediation tracking;
• •Risk stratification and quality oversight dashboards;
• •Role-based access control (RBAC) and organizational administration;
• •Data aggregation, analytics, and export functionality; and
• •Jurisdiction-specific configuration modules.

CertifyMed may add, remove, enhance, or modify modules and features from time to time in its sole discretion.

1.3 Technology Provider; No Professional or Governmental Authority.

CertifyMed is solely a technology provider. CertifyMed does not:

• •Practice medicine;
• •Provide healthcare, case management, or social services;
• •Act as a government agency or program administrator;
• •Make eligibility determinations;
• •Approve services, benefits, or funding;
• •Conduct regulatory enforcement actions;
• •Provide legal or compliance advice.

All eligibility determinations, program decisions, funding decisions, service approvals, compliance determinations, and regulatory actions remain solely the responsibility of the Customer.

1.4 No Assumption of Regulatory Obligations.

Customer acknowledges that CertifyMed does not assume, transfer, or accept any statutory, regulatory, contractual, or fiduciary obligations imposed on Customer under federal, state, or local law, including but not limited to Medicaid, HCBS waiver requirements, MFP demonstration requirements, or other public program mandates.

Use of the Platform does not relieve Customer of its independent compliance obligations.

1.5 Decision Support Only.

The Platform is intended to support documentation, workflow management, reporting, and operational oversight. Any outputs, reports, dashboards, analytics, or structured data generated by the Platform are informational and do not constitute official determinations, certifications, or regulatory findings unless expressly agreed in a separate written contract.

Customer is solely responsible for reviewing and validating all outputs before relying upon them.

1.6 Enterprise and Government Use.

The Services are designed for use by government entities, managed care organizations, healthcare providers, case management agencies, and other authorized enterprises. Certain deployments may be subject to additional contractual agreements, including Master Services Agreements (MSAs), Statements of Work (SOWs), or government addenda.

2. Account Registration and Authorized Use

2.1 Organizational Accounts.

Access to the Services is provided to Customer on an organizational basis. Customer must establish an account and designate one or more administrative users ("Administrators") who are authorized to manage account settings, user roles, and access permissions.

2.2 Authorized Users.

Customer may permit employees, contractors, agents, or other designated individuals ("Authorized Users") to access the Platform solely for Customer's internal business purposes and in accordance with these Terms.

Customer shall:

• •Ensure that all Authorized Users are properly trained and authorized;
• •Assign appropriate role-based permissions within the Platform;
• •Maintain accurate user records;
• •Immediately revoke access for any user no longer authorized.

Customer is responsible for all activity occurring under its account and under the credentials of its Authorized Users.

2.3 Role-Based Access Control (RBAC).

The Platform includes configurable role-based access control features. Customer acknowledges that it is solely responsible for configuring, monitoring, and managing user roles and permissions within its account. CertifyMed shall not be responsible for unauthorized access resulting from Customer's failure to properly configure or administer role settings.

2.4 Credential Security.

Customer and its Authorized Users are responsible for safeguarding login credentials and maintaining the confidentiality of authentication information. Customer shall promptly notify CertifyMed of any suspected unauthorized access or security breach.

2.5 Accuracy of Information.

Customer agrees to provide accurate and complete registration information and to keep such information current.

2.6 Suspension for Security or Compliance Risk.

CertifyMed reserves the right to suspend or restrict access to the Services if it reasonably determines that Customer's use poses a security risk, regulatory risk, legal risk, or material breach of these Terms.

3. Customer Obligations and Responsibilities

3.1 Compliance with Laws.

Customer is solely responsible for compliance with all applicable federal, state, and local laws and regulations, including but not limited to:

• •Medicaid and waiver program requirements;
• •HCBS program requirements;
• •Money Follows the Person (MFP) demonstration requirements;
• •Quality reporting and oversight obligations;
• •Data privacy and security laws, including HIPAA where applicable;
• •Professional licensure requirements.

CertifyMed does not assume or transfer any such obligations.

3.2 Professional and Programmatic Responsibility.

Customer is solely responsible for:

• •Eligibility determinations;
• •Service authorizations;
• •Case management decisions;
• •Quality oversight determinations;
• •Compliance findings or remediation actions;
• •Submission of required reports to governmental authorities.

Use of the Platform does not delegate, outsource, or shift these responsibilities to CertifyMed.

3.3 Accuracy of Customer Data.

Customer is solely responsible for the accuracy, completeness, and legality of all data entered into or uploaded to the Platform ("Customer Data"). CertifyMed does not verify the accuracy of Customer Data.

3.4 Assessment Use.

Customer agrees to use any Assessment Instruments or compliance modules in accordance with applicable licensing terms and professional standards. Customer shall not rely exclusively on automated outputs without appropriate professional review.

3.5 Prohibited Conduct.

Customer shall not:

• •Use the Services for unlawful purposes;
• •Circumvent subscription limits or usage restrictions;
• •Upload malicious code;
• •Attempt to gain unauthorized access to the Platform;
• •Interfere with system performance;
• •Misrepresent Platform outputs as official regulatory determinations unless authorized under a separate written agreement.

3.6 No Reliance as Official Determination.

Unless expressly agreed in writing, reports, dashboards, analytics, or outputs generated by the Platform are informational tools and do not constitute official government findings, regulatory certifications, or legally binding determinations.

3.7 Indemnifiable Conduct.

Customer acknowledges that misuse of the Platform in violation of these Terms may result in suspension and may trigger indemnification obligations under Section 9.

4. Intellectual Property and Assessment Instruments

4.1 Platform Ownership.

The Services, including the Platform, software, source code, object code, system architecture, workflows, configuration frameworks, reporting logic, quality measure frameworks, compliance monitoring modules, templates, dashboards, documentation, and all related materials (collectively, the "Platform Technology"), are and shall remain the exclusive property of CertifyMed and its licensors.

No ownership rights are transferred to Customer under these Terms.

4.2 Assessment Instruments.

The Platform may include access to various assessment instruments, screening tools, structured questionnaires, scoring methodologies, compliance modules, quality measurement sets, and related materials (collectively, "Assessment Instruments").

Assessment Instruments may be:

• •Proprietary tools developed by CertifyMed;
• •Licensed from third parties;
• •Public-domain instruments;
• •Jurisdiction-specific configurations;
• •Configurable modules developed for program administration purposes.

CertifyMed may add, modify, or discontinue Assessment Instruments from time to time in its discretion.

4.3 Third-Party Instruments and Attribution.

Certain Assessment Instruments made available through the Platform may be owned by third parties and used pursuant to license or other authorization. Customer acknowledges and agrees that:

• •Ownership of third-party instruments remains with their respective intellectual property holders;
• •Customer's use of such instruments is subject to applicable licensing or usage restrictions;
• •CertifyMed does not transfer ownership of third-party intellectual property;
• •Required attribution notices may appear within the Platform and shall not be removed or altered.

4.4 Restrictions on Use.

Customer shall not:

• •Copy, reproduce, export, sublicense, redistribute, or commercially exploit Assessment Instruments outside the Platform;
• •Reverse engineer scoring methodologies or workflow logic;
• •Create derivative works based on proprietary compliance modules or quality measurement frameworks;
• •Extract structured content for resale or competitive purposes.

4.5 Feedback.

If Customer provides suggestions, feedback, or improvement ideas regarding the Services ("Feedback"), CertifyMed may use such Feedback without restriction or obligation.

5. Data Ownership, Processing, and Security

5.1 Customer Data Ownership.

Customer retains ownership of all data, records, assessment responses, case management documentation, participant information, uploaded materials, and other information submitted to or stored within the Platform by Customer ("Customer Data").

5.2 Limited License to CertifyMed.

Customer grants CertifyMed a limited, non-exclusive license to access, use, process, transmit, and store Customer Data solely for the purpose of:

• •Providing and maintaining the Services;
• •Ensuring platform security and integrity;
• •Providing technical support;
• •Improving functionality;
• •Generating aggregated, de-identified analytics.

5.3 Aggregated and De-Identified Data.

CertifyMed may use aggregated, anonymized, or de-identified data derived from Customer Data for analytics, benchmarking, system improvement, research, or product development purposes, provided that such data does not identify Customer or any individual.

5.4 Data Processing Role.

Except as otherwise agreed in a separate written agreement, CertifyMed acts as a data processor or service provider with respect to Customer Data. Customer acts as the data controller and is responsible for determining the purposes and means of processing Customer Data.

Customer is solely responsible for:

• •Obtaining required consents;
• •Providing required notices;
• •Ensuring lawful data collection;
• •Responding to data subject requests;
• •Ensuring compliance with applicable privacy laws.

5.5 HIPAA and Protected Health Information.

To the extent the Services involve Protected Health Information ("PHI") as defined under HIPAA, the parties shall execute a separate Business Associate Agreement ("BAA") where required. In the absence of a signed BAA, Customer shall not submit PHI to the Platform.

5.6 Security Measures.

CertifyMed implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no method of transmission or storage is completely secure. Customer acknowledges that it shares responsibility for data security, including:

• •Managing user credentials;
• •Configuring role-based access controls;
• •Maintaining secure internal systems.

5.7 Data Retention and Export.

Customer may export Customer Data in accordance with Platform capabilities during the subscription term. Upon termination, Customer may request data export within a commercially reasonable period, after which CertifyMed may delete Customer Data in accordance with its data retention policies and applicable law.

5.8 Prohibited Data.

Customer shall not upload or transmit data that it is not legally authorized to process or that violates applicable law.

6. Fees, Subscriptions, and Payment

6.1 Subscription Model.

Access to the Services is provided on a subscription basis under the pricing tier selected by Customer. Subscription tiers may include capacity limitations such as number of authorized users, number of assessors, number of participants, number of assessments, or other usage metrics.

6.2 Fees.

Customer agrees to pay all applicable subscription fees and any additional fees associated with:

• •Add-on modules;
• •Jurisdiction-specific configuration packs;
• •Implementation or onboarding services;
• •Data migration services;
• •Overage usage beyond subscription limits;
• •Surge capacity or premium support services.

All fees are non-refundable unless expressly stated in a separate written agreement.

6.3 Third-Party Licensing Costs.

Certain Assessment Instruments may be subject to per-use licensing fees or pass-through costs. Customer acknowledges that subscription pricing may reflect such third-party licensing obligations.

6.4 Payment Terms.

Unless otherwise agreed in writing:

• •Fees are due in advance of the subscription term;
• •Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law;
• •CertifyMed may suspend access for non-payment following reasonable notice.

6.5 Taxes.

Customer is responsible for all applicable taxes, duties, or governmental charges, excluding taxes based on CertifyMed's net income.

6.6 Price Modifications.

CertifyMed reserves the right to modify pricing for future subscription terms upon notice. Existing contractual agreements shall control during their active term.

7. Service Availability and Modifications

7.1 Service Availability.

CertifyMed will use commercially reasonable efforts to maintain availability of the Platform. However, Customer acknowledges that the Services may be subject to:

• •Scheduled maintenance;
• •Emergency maintenance;
• •System upgrades;
• •Security patches;
• •Interruptions beyond CertifyMed's reasonable control.

CertifyMed does not guarantee uninterrupted or error-free operation.

7.2 Feature Modifications.

CertifyMed may modify, enhance, suspend, or discontinue features, modules, or functionalities of the Platform from time to time. Where feasible, CertifyMed will provide reasonable notice of material changes.

7.3 Beta Features.

CertifyMed may make certain features available as beta, pilot, or early-access functionality. Such features are provided "as is" and may be modified or withdrawn at any time.

7.4 Force Majeure.

CertifyMed shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, governmental actions, labor disputes, internet service disruptions, cybersecurity incidents, or infrastructure failures.

8. Disclaimers; Limitation of Liability

8.1 Disclaimer of Warranties.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

CERTIFYMED DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

CertifyMed does not warrant that:

• •The Platform will meet Customer's specific regulatory or programmatic requirements;
• •The Services will produce specific eligibility, funding, compliance, or audit outcomes;
• •The Platform will operate without interruption or error.

8.2 No Regulatory Guarantee.

Customer acknowledges that use of the Platform does not guarantee compliance with Medicaid, HCBS, MFP, CMS, or other governmental requirements. CertifyMed does not warrant or represent that use of the Platform satisfies any statutory or regulatory obligation unless expressly stated in a separate written agreement.

8.3 Limitation of Liability.

To the maximum extent permitted by law, CertifyMed's total aggregate liability arising out of or related to the Services shall not exceed the total fees paid by Customer to CertifyMed in the twelve (12) months preceding the event giving rise to the claim.

8.4 Exclusion of Certain Damages.

In no event shall CertifyMed be liable for:

• •Indirect, incidental, special, consequential, or punitive damages;
• •Loss of profits, revenue, or anticipated savings;
• •Loss of data (except to the extent required by law);
• •Regulatory penalties imposed on Customer;
• •Loss of funding, reimbursement, or program approval.

8.5 Essential Basis of the Bargain.

The parties acknowledge that the fee structure reflects the allocation of risk set forth in this Section and that these limitations form an essential basis of the agreement.

9. Indemnification

9.1 Customer Indemnification.

Customer shall defend, indemnify, and hold harmless CertifyMed Inc. and its officers, directors, shareholders, employees, agents, licensors, and affiliates from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• •(a) Customer's use of the Services;
• •(b) Customer's provision of healthcare, case management, program administration, or other professional services;
• •(c) Eligibility determinations, service authorizations, funding approvals, or compliance findings made by Customer;
• •(d) Customer's violation of applicable laws or regulations;
• •(e) Customer's breach of these Terms;
• •(f) Customer Data, including allegations that such data was collected, processed, or disclosed unlawfully;
• •(g) Misuse of Assessment Instruments or compliance modules;
• •(h) Regulatory penalties, audit findings, or enforcement actions imposed on Customer.

9.2 Procedure.

CertifyMed shall provide prompt written notice of any indemnified claim and shall reasonably cooperate with Customer in the defense thereof. Customer shall control the defense and settlement of such claim, provided that any settlement imposing liability or obligations on CertifyMed shall require CertifyMed's prior written consent.

9.3 CertifyMed Indemnification (Limited).

CertifyMed shall defend Customer against third-party claims alleging that the unmodified Platform infringes a United States intellectual property right, and shall indemnify Customer against damages finally awarded in such claim, provided that:

• •Customer promptly notifies CertifyMed in writing;
• •Customer allows CertifyMed to control the defense;
• •Customer has not modified the Platform;
• •The claim does not arise from third-party Assessment Instruments or Customer Data.

CertifyMed may, at its option: modify the Services to avoid infringement; obtain a license; or terminate access and refund prepaid fees for the unused portion of the subscription term.

This Section states CertifyMed's sole liability for intellectual property infringement claims.

10. Term and Termination

10.1 Term.

These Terms remain in effect for as long as Customer maintains an active subscription to the Services.

10.2 Termination by Customer.

Customer may terminate its subscription in accordance with the applicable subscription terms or written agreement. Unless otherwise provided in a separate agreement, fees paid are non-refundable.

10.3 Termination or Suspension by CertifyMed.

CertifyMed may suspend or terminate access to the Services if:

• •(a) Customer breaches these Terms;
• •(b) Customer fails to pay applicable fees;
• •(c) Customer's use poses a security, regulatory, or legal risk;
• •(d) Continued provision of Services would violate applicable law;
• •(e) Customer becomes insolvent or subject to bankruptcy proceedings.

Where feasible, CertifyMed will provide reasonable notice prior to suspension.

10.4 Effect of Termination.

Upon termination:

• •Customer's access to the Services shall cease;
• •Customer may request export of Customer Data within a commercially reasonable period;
• •CertifyMed may delete Customer Data in accordance with its data retention policies and applicable law;
• •All accrued payment obligations shall remain due.

10.5 Survival.

The following provisions shall survive termination:

• •Intellectual Property (Section 4);
• •Data Ownership and Processing (Section 5);
• •Indemnification (Section 9);
• •Limitation of Liability (Section 8);
• •Governing Law and Dispute Resolution;
• •Any other provisions that by their nature should survive.

11. Governing Law and Dispute Resolution

11.1 Governing Law.

These Terms and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.

11.2 Venue.

Except as otherwise required by applicable law or sovereign immunity principles, any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Texas, and the parties hereby consent to personal jurisdiction and venue therein.

11.3 Injunctive Relief.

Nothing in these Terms shall prevent either party from seeking injunctive or equitable relief to prevent unauthorized use of intellectual property, confidential information, or security breaches.

12. Government Entity Provisions

12.1 Sovereign Immunity.

Nothing in these Terms shall be construed as a waiver of sovereign immunity or other legal protections available to any government entity Customer under applicable law.

12.2 Conflicts with Procurement Law.

If Customer is a government entity subject to procurement statutes or regulatory requirements that conflict with these Terms, the parties agree to work in good faith to modify the applicable provisions in a separate written agreement to comply with such requirements.

12.3 Open Records.

Customer acknowledges that CertifyMed may be subject to public records or open records laws in certain jurisdictions and that disclosure obligations may apply accordingly.

13. Confidentiality

13.1 Confidential Information.

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including technical information, business plans, pricing, system architecture, and security documentation.

13.2 Obligations.

Each party agrees to:

• •Use Confidential Information solely for purposes of performing under these Terms;
• •Protect Confidential Information using reasonable safeguards;
• •Not disclose Confidential Information except to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations.

13.3 Exclusions.

Confidential Information does not include information that:

• •Is publicly available without breach;
• •Was lawfully known prior to disclosure;
• •Is independently developed;
• •Is required to be disclosed by law (with reasonable notice, where permitted).

14. Assignment

Customer may not assign or transfer its rights or obligations under these Terms without the prior written consent of CertifyMed, except in connection with a merger or sale of substantially all assets.

CertifyMed may assign these Terms in connection with a merger, acquisition, corporate restructuring, or sale of assets.

15. Export Compliance

Customer agrees to comply with all applicable export control and trade sanction laws. Customer shall not use or access the Services in violation of United States export laws or other applicable restrictions.

16. Severability

If any provision of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

17. Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Failure to enforce any right shall not constitute a waiver of future enforcement of that right.

18. Entire Agreement

These Terms, together with any referenced policies (including the Privacy Policy) and any separately executed written agreement between the parties, constitute the entire agreement between Customer and CertifyMed regarding the Services and supersede all prior or contemporaneous understandings, communications, or agreements, whether written or oral.

19. Notices

All legal notices under these Terms shall be provided in writing.

Notices to CertifyMed shall be sent to:

CertifyMed Inc. / 11750 W 135th St, #5198 / Overland Park, KS 66221 / Dallas, TX / Email: support@certifymed.com

Notices to Customer shall be sent to the contact information provided in Customer's account or applicable agreement. Electronic notice is sufficient where permitted by law.

20. Contact Information

If you have questions regarding these Terms, please contact:

CertifyMed Inc. / 11750 W 135th St, #5198 / Overland Park, KS 66221 / Dallas, TX / Email: support@certifymed.com