Terms of Service

1. Introduction

Welcome to AxesCare Solutions ("AxesCare," "we," "our," or "us").

These Terms of Service ("Terms") govern access to and use of the AxesCare Solutions software platform, including our web applications, mobile applications, APIs, integrations, artificial intelligence features, documentation, support services, and related products (collectively, the "Platform").

By creating an account, executing an Order Form, clicking "I Agree," or otherwise accessing or using the Platform, the customer ("Customer," "Agency," "you," or "your") agrees to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity.

2. Platform Overview

AxesCare Solutions is a cloud-based Software-as-a-Service (SaaS) platform designed for healthcare organizations, including but not limited to: Home Health Agencies, Home Care Agencies, Hospice Providers, Private Duty Nursing Agencies, Behavioral Health Providers, Therapy Providers, Personal Care Providers, Healthcare Staffing Organizations, and Multi-location Healthcare Enterprises.

The Platform may include: Electronic Medical Record (EMR) functions, Electronic Health Record (EHR) functions, Electronic Visit Verification (EVV), Scheduling, Referral and Intake, Human Resources, Credentialing, Billing, Payroll, Compliance tools, Quality Assurance, Patient and Family Portals, Mobile Applications, Reporting and Analytics, Artificial Intelligence features, API integrations, Secure messaging, Document management, Executive dashboards, and other services we make available over time.

3. Definitions

• Account means a registered user profile.
• Administrator means an individual authorized by the Customer to administer the Customer's tenant.
• Affiliate means an entity controlling, controlled by, or under common control with a party.
• Authorized User means an individual authorized by the Customer to use the Platform.
• Customer Data means information submitted, uploaded, generated, or stored by the Customer or its Authorized Users.
• Protected Health Information (PHI) means has the meaning assigned under HIPAA.
• Confidential Information means non-public business, technical, financial, operational, healthcare, or security information disclosed by either party.
• Documentation means user manuals, implementation guides, knowledge base articles, and training materials provided by AxesCare.
• Order Form means a subscription, quote, proposal, or purchase agreement accepted by both parties.
• Subscription Term means the period during which the Customer is licensed to use the Platform.
• Business Day means Monday through Friday, excluding recognized U.S. federal holidays, unless otherwise stated in the applicable Service Level Agreement.

4. Acceptance of Terms

By using the Platform, you agree that:

• You have read these Terms.
• You understand these Terms.
• You agree to comply with these Terms.
• You will ensure your Authorized Users comply with these Terms.
• You are legally authorized to enter into this agreement.

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

5. Eligibility

To use the Platform:

• You must be at least 18 years of age.
• You must have authority to bind your organization.
• You must provide accurate registration information.
• You must maintain current contact information.
• You must comply with applicable laws and regulations.

Healthcare organizations are responsible for maintaining any required licenses, certifications, accreditations, payer enrollments, and regulatory approvals needed to operate their businesses.

6. Customer Accounts

The Customer is responsible for:

• Maintaining accurate account information.
• Managing Authorized Users.
• Assigning appropriate roles and permissions.
• Protecting account credentials.
• Promptly notifying AxesCare of suspected unauthorized access.
• Ensuring users complete required security training.

The Customer is responsible for all activity occurring under its accounts unless caused by AxesCare's failure to implement agreed security controls.

7. Security Requirements

The Customer agrees to:

• Use strong passwords.
• Enable multi-factor authentication where available.
• Maintain secure devices.
• Restrict access based on job responsibilities.
• Promptly disable accounts for terminated personnel.
• Report suspected security incidents without unreasonable delay.
• Cooperate in incident investigations affecting the Customer's environment.

AxesCare may suspend access when reasonably necessary to protect the Platform or other customers from security threats.

8. License Grant

Subject to these Terms and payment of applicable fees, AxesCare grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform solely for the Customer's internal business operations.

No ownership rights are transferred. All rights not expressly granted are reserved by AxesCare.

9. License Restrictions

Except as expressly permitted by these Terms or applicable law, the Customer and its Authorized Users may not:

• Copy, reproduce, or distribute the Platform except as permitted.
• Reverse engineer, decompile, or disassemble the Platform except where prohibited restrictions are unenforceable under applicable law.
• Modify or create derivative works of the Platform.
• Rent, lease, sublicense, or resell the Platform except under an authorized partner agreement.
• Circumvent security features or access controls.
• Introduce malware or malicious code.
• Attempt unauthorized access to any tenant, account, or system.
• Use the Platform to violate law or infringe the rights of others.
• Use automated means to scrape or extract data beyond documented API permissions.

10. Reservation of Rights

AxesCare and its licensors retain all right, title, and interest in and to the Platform, software, trademarks, documentation, interfaces, and related intellectual property.

Except for the limited license expressly granted herein, no rights are conveyed by implication, estoppel, or otherwise.

11. Subscription Services

AxesCare Solutions is provided as a subscription-based Software-as-a-Service (SaaS) platform.

Subscriptions are purchased under an Order Form, online subscription, proposal, quote, or other written agreement accepted by both parties.

Each subscription includes only the products, modules, user limits, patient limits, storage allocations, integrations, and support services identified in the applicable Order Form. Additional modules or services may require additional fees.

12. Subscription Term

Subscriptions begin on the Effective Date identified in the applicable Order Form.

Unless otherwise agreed in writing, subscriptions automatically renew for successive renewal terms of the same duration unless either party provides written notice of non-renewal within the notice period specified in the applicable Subscription Agreement.

13. Free Trial

AxesCare may provide trial accounts. Trial services are provided "AS IS" without warranties and may have reduced functionality.

AxesCare may:

• Limit storage
• Limit users
• Limit AI functionality
• Disable integrations
• Remove demonstration data
• Terminate trial access upon expiration

Customer data entered during a trial may be deleted after the trial ends unless converted to a paid subscription, subject to any retention period stated in the trial terms.

14. Fees

Customer agrees to pay all applicable fees. Fees may include:

• Subscription fees
• Implementation fees
• Data migration fees
• Training fees
• Professional services
• API usage fees
• Premium AI services
• SMS fees
• Fax usage
• Storage overages
• Premium support
• Marketplace purchases

Unless expressly stated otherwise, fees are exclusive of applicable taxes. Customer is responsible for applicable sales, use, VAT, GST, or similar taxes, excluding taxes on AxesCare's income.

15. Billing

Customer authorizes AxesCare or its payment processor to charge the selected payment method. Accepted payment methods may include:

• Credit cards
• Debit cards
• ACH transfers
• Wire transfers
• Approved invoicing
• Other approved electronic payment methods

Invoices are due according to the payment terms specified in the applicable agreement. Late payments may result in suspension after any contractually required notice and grace period.

16. Price Changes

AxesCare may modify subscription pricing for future renewal terms.

Except where prohibited by law or otherwise agreed in writing, Customers will receive advance notice before a price change takes effect at renewal. No price increase applies retroactively to an active subscription term.

17. Customer Data Ownership

Customer retains ownership of all Customer Data uploaded to the Platform. AxesCare does not acquire ownership of Customer Data.

Customer grants AxesCare a limited license to process Customer Data solely to:

• Provide the Platform
• Deliver support
• Maintain security
• Perform backups
• Improve system reliability
• Comply with applicable law
• Deliver AI-enabled features requested by the Customer

AxesCare will not sell Customer Data.

18. Data Processing

AxesCare processes Customer Data only as necessary to:

• Host the Platform
• Process transactions
• Authenticate users
• Maintain audit logs
• Generate reports
• Provide AI-assisted functionality
• Deliver requested services
• Meet legal and regulatory obligations

Processing activities are further governed by the Data Processing Addendum (DPA), where applicable.

19. HIPAA Compliance

Where AxesCare creates, receives, maintains, or transmits Protected Health Information (PHI) on behalf of a covered entity or business associate, the parties intend to enter into a separate Business Associate Agreement (BAA).

Each party remains responsible for its own HIPAA obligations. AxesCare will implement administrative, physical, and technical safeguards appropriate to its role under applicable law.

Customer remains responsible for:

• Appropriate workforce access
• Patient authorizations and consents
• Clinical documentation accuracy
• Medical decision-making
• Compliance with applicable healthcare laws

The Platform is a tool to support healthcare operations and does not replace the professional judgment of licensed healthcare providers.

20. Artificial Intelligence Services

AxesCare may provide AI-assisted capabilities, including:

• Clinical documentation assistance
• Scheduling recommendations
• Compliance monitoring
• Billing support
• Reporting assistance
• Workflow automation
• Administrative summarization
• Policy drafting assistance
• Risk identification
• Predictive analytics

AI outputs are generated using statistical and machine learning methods. AI-generated content may contain errors, omissions, or outdated information and should be reviewed by qualified personnel before being relied upon for patient care, billing, legal compliance, or regulatory submissions.

Customer is responsible for reviewing AI-generated output before use. AxesCare does not represent AI output as medical, legal, or financial advice.

21. Customer Responsibilities

Customer agrees to:

• Maintain accurate records.
• Protect login credentials.
• Assign users appropriate permissions.
• Train Authorized Users.
• Maintain required licenses and certifications.
• Comply with healthcare regulations applicable to its operations.
• Promptly update inaccurate information.
• Maintain internet connectivity and compatible devices.
• Cooperate with reasonable security investigations affecting its use of the Platform.

Customer is responsible for all activity conducted under its accounts unless resulting from AxesCare's breach of its contractual obligations.

22. Acceptable Use

Customer shall not use the Platform to:

• Violate applicable laws or regulations.
• Submit malicious software.
• Access another customer's environment without authorization.
• Attempt to disrupt or degrade the Platform.
• Infringe intellectual property rights.
• Engage in fraudulent billing.
• Upload unlawful content.
• Use the Platform for activities prohibited by the Acceptable Use Policy.

AxesCare may investigate suspected violations and take reasonable action, including suspension or termination, consistent with these Terms and applicable law.

23. Customer Content

Customer represents that it has the necessary rights, permissions, and legal authority to upload all Customer Data.

Customer warrants that uploaded materials do not knowingly violate applicable laws or the rights of third parties.

Customer remains solely responsible for the accuracy and legality of Customer Data.

24. Third-Party Services

The Platform may integrate with third-party services such as payment processors, EHR systems, clearinghouses, telephony providers, cloud storage providers, or government systems.

Use of third-party services is subject to the applicable third party's terms and privacy policies.

AxesCare is not responsible for outages, policy changes, pricing changes, or functionality provided by third-party services beyond AxesCare's reasonable control.