Terms of Use

1. Acceptance of Terms

By accessing or using the software product (the “Software”) provided by [Your Company Name] (“Company,” “we,” “us,” or “our”), you (“you,” “User,” or “Customer”) agree to be bound by these Terms of Use (“Terms”). If you do not agree to these Terms, you may not access or use the Software.

2. License Grant and Scope

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to use the Software (and any related documentation) solely for your internal operations within the state of Georgia, U.S., and solely for the purposes specified in the applicable ordering document or license agreement.

You may not: (a) modify, adapt or create derivative works of the Software; (b) reverse-engineer, decompile, or disassemble the Software except to the extent permitted by law; (c) distribute, sublicense, lease, lend, rent or transfer the Software to any third party; (d) use the Software to provide services to third parties (unless expressly permitted); (e) circumvent any licensing enforcement features.

3. Use Restrictions & Compliance

You represent that your use of the Software will comply with all applicable federal, state and local laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and any implementing regulations, and the applicable provisions of Georgia law regarding the protection of personal health information (“PHI”).

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You shall maintain administrative, physical and technical safeguards as required by HIPAA and generally accepted industry standards to protect PHI and other sensitive data processed or stored via the Software.

You shall not use the Software for unlawful, fraudulent or abusive purposes, or in a way that violates the rights of others.

4. Ownership / Intellectual Property

All rights, title and interest in and to the Software, including all intellectual property rights, are and will remain in the Company (or its licensors). You obtain only the rights expressly granted herein, and no other rights (including any implied rights) are granted.

You shall not remove or obscure any proprietary notices or labels attached to the Software.

5. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Software is provided “AS IS,” and the Company disclaims all warranties, whether express, implied, statutory or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and availability. The Company does not guarantee that the Software will be error-free, uninterrupted, or fully secure.

6. Limitation of Liability

In no event will the Company (or its licensors) be liable for any indirect, incidental, special, punitive or consequential damages (including loss of profits, loss of data, business interruption or otherwise) arising out of or in connection with your use or inability to use the Software, even if advised of the possibility of such damages.

In jurisdictions (including Georgia) that do not permit the exclusion or limitation of liability for certain damages, the above limitations may not apply to you. The Company’s total aggregated liability for any claim arising out of or relating to these Terms or the Software will not exceed the fees you paid for the Software in the twelve (12) months preceding the claim.

7. Termination

These Terms are effective until terminated. The Company may terminate or suspend your access immediately upon breach of these Terms or if required by law. Upon termination: (a) your license to use the Software ends; (b) you must cease all use and destroy or return all copies of the Software as directed; (c) Sections 4 (Ownership), 5 (Disclaimer of Warranties), 6 (Limitation of Liability), and 8 (General) will survive termination.

8. General Provisions

Governing Law & Venue. These Terms will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-law rules. You agree to submit to the exclusive jurisdiction of the state or federal courts located in [County, Georgia].

Amendments. We may amend these Terms at any time by posting revised Terms on our website or via the Software. Your continued use after the effective date of the revision constitutes your acceptance of the amended Terms.

Entire Agreement. These Terms constitute the entire agreement between you and the Company concerning your use of the Software and supersede all prior or contemporaneous communications or proposals.

Severability. If any provision of these Terms is held invalid or unenforceable, the remainder will continue in full force and effect.

Waiver. No failure or delay by the Company in exercising any right will operate as a waiver of that right.