Terms of Service

1. Acceptance of Terms and Service Description

By accessing and using Sematic Health's platform, you agree to be bound by these Terms of Service. These terms apply to all users of our platform, including healthcare providers, clinicians, practice administrators, and their authorized staff.

Service Overview: Sematic Health (operated by ZYXW Labs, LLC) provides a cloud-based software platform designed to streamline healthcare workflows and administrative processes for healthcare providers. Our services include:

• Patient management and care coordination tools
• Automated workflow and task management
• EHR integration and data synchronization
• Clinical documentation assistance
• Billing and administrative support tools
• Compliance and quality reporting features

2. Eligibility and Account Requirements

Eligible Users: Our platform is exclusively designed for licensed healthcare providers, healthcare organizations, and their authorized personnel involved in patient care or practice management.

Account Requirements

• Valid healthcare provider license or employment with a licensed healthcare organization
• Executed Business Associate Agreement (BAA) with Sematic Health
• Compatible EHR system with supported integration capabilities
• Compliance with all applicable healthcare regulations and licensing requirements

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other breach of security.

3. HIPAA Compliance and Business Associate Relationship

Business Associate Status: Sematic Health operates as a Business Associate under HIPAA. By using our platform, you acknowledge that:

• You are a Covered Entity or Business Associate under HIPAA
• A signed Business Associate Agreement (BAA) is required before platform access
• We will handle Protected Health Information (PHI) in accordance with HIPAA requirements
• You remain responsible for your own HIPAA compliance obligations

PHI Handling

We will only use and disclose PHI as permitted by our BAA and HIPAA regulations. You warrant that you have the necessary authorizations to share PHI with us for the purposes of providing our services.

4. EHR Integration and Data Access

Our platform integrates with Electronic Health Record (EHR) systems using industry-standard protocols and secure authentication methods.

Integration Requirements

• Standards Compliance: Your EHR must support industry-standard integration protocols
• Authorization: You must authorize our platform to access relevant clinical data
• Data Scope: Access is limited to clinical and administrative data necessary for platform functionality
• Synchronization: Data synchronization occurs as needed to support platform operations

Data Accuracy and Responsibility

While we strive to accurately process and display EHR data, you remain responsible for verifying the accuracy of all clinical information and making independent clinical decisions. Our platform provides administrative and workflow tools but does not replace clinical judgment.

5. Healthcare Program Compliance and Documentation

Our platform assists with healthcare program compliance and administrative tasks but does not guarantee regulatory compliance or billing success:

Clinical and Administrative Support

The platform provides tools to support various healthcare programs and administrative tasks, but you remain responsible for:

• Ensuring actual delivery of all required healthcare services
• Obtaining and documenting appropriate patient consents
• Maintaining continuity of care and coordination
• Meeting all applicable regulatory and payer requirements

Documentation and Billing Responsibility

You are solely responsible for the accuracy of all documentation and billing submissions. Our platform provides tools to assist with administrative tasks, but final decisions and submissions remain your responsibility.

6. User Responsibilities and Prohibited Uses

Required Conduct

You agree to:

• Use the platform only for legitimate healthcare purposes
• Maintain current professional licenses and certifications
• Comply with all applicable healthcare regulations (HIPAA, state laws, etc.)
• Provide accurate information and maintain data integrity
• Report security incidents or suspected breaches immediately
• Use strong authentication methods and maintain account security

Prohibited Activities

You may not:

• Access or attempt to access accounts or data not authorized to you
• Use the platform for fraudulent purposes
• Share account credentials or allow unauthorized access
• Reverse engineer, decompile, or attempt to extract source code
• Use the platform in violation of any applicable laws or regulations
• Interfere with platform security measures or attempt unauthorized access

7. Platform Availability and Support

Service Level Commitment

We strive to maintain high availability for our platform, excluding scheduled maintenance. However, we do not guarantee uninterrupted service and are not liable for temporary outages or performance issues.

Maintenance and Updates

• Scheduled maintenance will be announced in advance when possible
• Emergency maintenance may occur without prior notice
• Platform updates and new features are deployed regularly
• We may modify or discontinue features with reasonable notice

Technical Support

Technical support is provided during business hours via email and our support portal. Emergency support for security incidents is available 24/7.

8. Intellectual Property Rights

Our Intellectual Property

The Sematic Health platform, including all software, algorithms, user interfaces, and documentation, is protected by intellectual property laws. We retain all rights, title, and interest in our platform and related technologies.

Your Data Rights

You retain ownership of all patient data and clinical information processed through our platform. We claim no ownership rights to your data and will return or destroy it upon contract termination as specified in our BAA.

License Grant

We grant you a limited, non-exclusive, non-transferable license to use our platform during the term of your subscription, subject to these Terms and our BAA.

9. Fees, Payment, and Subscription Terms

Subscription Model

Our platform is offered on a subscription basis with pricing based on usage, features, or other metrics as specified in your service agreement.

Payment Terms

• Fees are billed in advance on a monthly or annual basis
• Payment is due within 30 days of invoice date
• Late payments may result in service suspension
• All fees are non-refundable except as required by law

Fee Changes

We may modify our fees with 60 days' written notice. Continued use of the platform after fee changes constitutes acceptance of the new pricing.

10. Limitation of Liability and Disclaimers

Clinical Decision Disclaimer

IMPORTANT: Our platform provides administrative and workflow tools but is not intended to replace clinical judgment or medical decision-making. You remain solely responsible for all clinical decisions and patient care.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEMATIC HEALTH SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Clinical outcomes or patient care decisions
• Administrative or billing issues
• System integration failures or data synchronization issues

Damages Cap

Our total liability for any claims arising from or related to these Terms or the platform shall not exceed the amount paid by you for the platform in the 12 months preceding the claim.

11. Indemnification

You agree to indemnify and hold harmless Sematic Health from any claims, damages, or expenses arising from: (a) your use of the platform in violation of these Terms; (b) your violation of any applicable laws or regulations; (c) clinical decisions or patient care provided by you; (d) administrative or billing submissions made by you; or (e) any breach of your representations or warranties.

12. Termination

Termination Rights

Either party may terminate these Terms and your platform access:

• For convenience with 30 days' written notice
• Immediately for material breach that remains uncured after 10 days' notice
• Immediately if you lose required licenses or authorizations
• Immediately for non-payment after 30 days past due

Effect of Termination

Upon termination, your access to the platform will cease, and we will return or destroy your data as specified in our BAA. Provisions regarding liability, indemnification, and intellectual property will survive termination.

13. Regulatory Compliance and Changes

Healthcare regulations may change from time to time. We will make reasonable efforts to update our platform to maintain compliance, but you remain responsible for staying current with all applicable regulations and requirements.

We may modify these Terms to reflect regulatory changes, platform updates, or business requirements. Material changes will be communicated with 30 days' notice, and continued use constitutes acceptance of the modified Terms.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles. Any disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings held in Colorado.

Notwithstanding the above, either party may seek injunctive relief in court for breaches involving intellectual property or confidential information.