Terms of Service
Last updated: [DATE — DRAFT ONLY]
1. Acceptance of terms
By accessing or using the PHIGuard platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are agreeing on behalf of a clinic or other organization, you represent that you have authority to bind that organization.
If you do not agree to these Terms, do not use the Service.
2. Description of service
PHIGuard provides HIPAA-native task management and compliance software for medical clinics and other covered entities. The Service includes task management, compliance tracking, audit logging, and related features accessible through phiguard.app.
3. Accounts and registration
You must provide accurate and complete information when creating an account. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account. Notify us immediately at security@phiguard.app if you suspect unauthorized access to your account.
You may not share account credentials. Each staff member must have a unique account. Shared accounts violate HIPAA's unique user identification requirement and are prohibited.
4. Acceptable use
You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not:
- Use the Service to store, process, or transmit information in violation of applicable law, including HIPAA
- Attempt to gain unauthorized access to any part of the Service or its infrastructure
- Introduce malicious code, viruses, or other harmful content
- Use the Service to harass, harm, or defraud any person
- Reverse engineer, decompile, or attempt to derive the source code of the Service
- Resell or sublicense access to the Service without our written consent
- Use the Service for any purpose that PHIGuard, in its reasonable judgment, deems inappropriate
5. HIPAA compliance obligations
If you are a covered entity under HIPAA, you acknowledge that:
- You are responsible for your clinic's compliance with HIPAA and all applicable regulations.
- A Business Associate Agreement (BAA) governs PHIGuard's handling of PHI. The BAA is incorporated by reference into these Terms. By using the Service with PHI, you accept the BAA.
- You are responsible for configuring the Service appropriately for your compliance program, including role assignments, access controls, and retention settings.
- PHIGuard provides tools to support your compliance program but does not guarantee that use of the Service alone constitutes full HIPAA compliance. Your organization remains responsible for implementing the full range of HIPAA administrative, physical, and technical safeguards.
6. Fees and payment
PHIGuard charges subscription fees as described on the Pricing page. Fees are billed in advance on a monthly or annual basis. You authorize us to charge your payment method on a recurring basis. Fees are non-refundable except as required by law or as described in our refund policy.
If a payment fails, we may suspend your account after reasonable notice. You remain responsible for all charges incurred prior to suspension.
7. Data ownership
You retain ownership of all data you submit to the Service, including task content and any PHI entered into the system. You grant PHIGuard a limited license to process that data solely to provide the Service in accordance with these Terms and the BAA.
8. Termination
You may cancel your subscription at any time. PHIGuard may terminate or suspend your access immediately if you violate these Terms or if required by law. Upon termination, your data will be retained for 30 days before secure deletion.
9. Disclaimer of warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PHIGUARD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHIGUARD'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO PHIGUARD IN THE TWELVE MONTHS PRECEDING THE CLAIM. PHIGUARD WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Indemnification
You agree to indemnify and hold harmless PHIGuard, its officers, directors, employees, and agents from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights.
12. Governing law and dispute resolution
These Terms are governed by the laws of [STATE — TO BE DETERMINED], without regard to its conflict of law provisions. Any dispute arising out of or related to these Terms will be resolved through binding arbitration in [JURISDICTION — TO BE DETERMINED], except that either party may seek injunctive relief in any court of competent jurisdiction.
13. Changes to terms
We may update these Terms from time to time. Material changes will be communicated by email or by posting a notice in the Service. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.
14. Contact
PHIGuard, Inc.
legal@phiguard.app