Terms of Service

These Terms of Service govern your use of services provided by palmER Worldwide LLC, doing business as palmER ("palmER," "we," "us," or "our").

When you use our software, whether via mobile, web, or any other platform, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from further using our software, accessing our website, or using any other services provided by palmER Worldwide LLC.

If Protected Health Information (PHI) is submitted through the services, palmER will apply the safeguards and use restrictions in the Business Associate Agreement attached as Schedule A and incorporated into these Terms (the "BAA"), regardless of whether the person submitting it complied with the authority requirements below. All clinical use involving PHI remains subject to those authority and legal requirements.

We, palmER Worldwide LLC, reserve the right to review and amend any of these Terms of Service at any time and at our sole discretion. Thus, you are advised to review this page for any changes. We will notify you of any changes by posting the new Terms of Service on this page. Any changes to these Terms of Service will take effect immediately from the date of publication. Changes to Schedule A take effect only as described in Schedule A.

Privacy Policy

Our Privacy Policy explains how we collect, use, and protect your information. By using our services, you also agree to the terms outlined in our Privacy Policy.

We employ commercially reasonable safeguards to protect your data, including encryption at rest and in transit, access control measures, and secure infrastructure. However, no system can be 100% secure, and you acknowledge that you use our services at your own risk. To the extent of any conflict with the Privacy Policy regarding PHI, the BAA controls.

HIPAA Business Associate Agreement

Schedule A is palmER's sole standardized BAA for Covered Entity customers of the services. palmER does not execute separate customer BAAs, and Schedule A is not subject to customer-requested modification.

If you are a Covered Entity or are authorized to accept these Terms on a Covered Entity's behalf, your acceptance of these Terms also constitutes the Covered Entity's acceptance of Schedule A. If you accept these Terms or submit PHI on behalf of a Covered Entity, you represent and warrant that you have full legal authority to bind it. If you do not have that authority, do not submit PHI through the services.

The BAA governs palmER's handling of PHI and controls over these Terms, the Privacy Policy, and any order form, organization agreement, or other service agreement with respect to PHI, HIPAA, and related privacy and security obligations.

License to process PHI: You grant us a limited, non-exclusive, non-transferable license to use, process, transmit, store, and disclose PHI solely as necessary to provide the services under these Terms and the BAA, including proper management and administration, legal compliance, security, and de-identification under 45 CFR 164.514. We will not sell PHI or use PHI for marketing.

Definitions

Services: The palmER AI Suite, palmEM AI, our mobile and web applications, our website, and related services provided by palmER, including the features, content, and support made available through them. References to "the services" and "our services" have this meaning.
BAA: The standardized Business Associate Agreement attached as Schedule A and incorporated into these Terms.
PHI (Protected Health Information): Information defined at 45 CFR 160.103, including electronic PHI (ePHI), that relates to the past, present, or future physical or mental health or condition of an individual, the provision of healthcare to an individual, or payment for healthcare, and that identifies the individual or could reasonably be used to identify the individual.
Your Content: Text, prompts, files, audio, PHI, and other content that you submit, upload, transmit, or otherwise provide through the services.
AI-generated content: Text or other outputs generated by artificial intelligence models integrated within our applications.
Clinical decision support: Tools and outputs intended to assist healthcare professionals with clinical decision-making, not to replace their professional judgment.

Limitations of Use

By using our software and website, you warrant on behalf of yourself, any entity who you represent who has entered into these Terms of Service, and your users that you will not:

Modify, copy, prepare derivative works of, decompile, or reverse engineer our software or palmER-owned materials contained within it, except that you may use Your Content and AI-generated content as expressly permitted below;
Remove any copyright or proprietary notations from our software or website;
Transfer or "mirror" the software or associated materials to another server or person;
Knowingly or negligently use our services in a way that abuses or disrupts our networks or any other service we provide;
Use our software in violation of any applicable laws or regulations;
Infringe the privacy, intellectual property rights, or other rights of third parties;
Create multiple accounts to circumvent trial limitations, subscription requirements, eligibility requirements, usage limits, or discount eligibility rules;
Use false, incomplete, or misleading information to obtain or retain a free trial, a subscription, or any discounted or promotional pricing;
Share, transfer, resell, assign, sublicense, or otherwise allow another person to use your account, login credentials, subscription, seat, or any trial, discounted, or promotional access.

We use third-party providers to deliver the services, including OpenAI, Anthropic, Amazon Web Services, Supabase, Google Cloud Platform, Stripe, RevenueCat, Encharge.io, and Referly. These providers act on our behalf. Our responsibility for them is set out in the Subprocessors and Subcontractors section below and, where they handle PHI, in the BAA.

Where you separately hold an account with, or agree to the terms of, a third-party service, such as an app store or an electronic medical record system, that relationship is governed by that service's own terms and privacy policy, and we are not responsible for its actions, omissions, or data practices.

Intellectual Property

The intellectual property in the materials in our software and on our website is owned by or licensed to palmER Worldwide LLC. You may use the software solely for your internal professional use and, when handling PHI, in compliance with these Terms, applicable law, and the BAA.

This constitutes the grant of a license, not a transfer of title. This license terminates automatically if you violate these Terms of Service and may be terminated by us at any time. Your Content and AI-generated content are addressed below.

Your Content and AI-Generated Content

Submitting Your Content does not transfer its ownership to palmER. As between you and palmER, you retain all right, title, and interest you hold in Your Content. If you submit Your Content on behalf of another person or entity, their existing rights are not transferred to palmER. You represent that you have the rights and authority required to provide Your Content and direct us to process it.

You grant palmER a limited, non-exclusive, royalty-free license to receive, reproduce, process, transmit, and display Your Content and, only as described in the Privacy Policy and the HIPAA Business Associate Agreement section above, store it. We may use this license solely to provide, secure, maintain, and support the services, comply with applicable law, and fulfill our obligations under these Terms. The license lasts only as long as needed for those purposes, subject to the retention and deletion provisions of the Privacy Policy and the BAA. If Your Content contains PHI, it is processed under the license in the HIPAA section and in accordance with the BAA, which controls in the event of a conflict. We may exercise this license through authorized service providers and subcontractors subject to applicable contractual safeguards. This license does not permit us to sell Your Content, use it for marketing, or use it to train or fine-tune AI or machine learning models.

As between you and palmER, and to the extent permitted by applicable law, you own the AI-generated content created for you through the services. palmER assigns to you any right, title, and interest it may have in that content. You may review, edit, copy, export, and use it in patient charts, electronic medical records, and other lawful professional workflows, subject to these Terms and your obligation to validate AI-generated content before clinical use. These rights continue after your subscription or access ends.

Subscriptions and Billing

Our apps may offer subscription-based access to certain features or services, including but not limited to palmER AI Suite and palmEM AI.

For web-based subscriptions (e.g., palmER AI Suite), all payments are securely processed via Stripe. Subscriptions renew automatically unless canceled before the end of the current billing cycle. Upon cancellation, access continues until the end of the billing period. We do not offer partial refunds for unused time unless required by law or as described in the Right to Terminate section below.
For mobile app subscriptions (e.g., palmEM AI on iOS and Android), billing is handled by Apple or Google, depending on your device. All refunds for purchases made via the App Store must be requested through Apple. For Google Play purchases, refunds may be requested through your account or by contacting us at support@palm-ER.com.
If you subscribed via one platform (e.g., web or mobile), cancellation and refund policies are governed by that platform. We cannot process refunds for subscriptions purchased through third-party marketplaces.
We do not store or directly handle your credit card or payment details. All payment processing is handled by secure third-party providers (Stripe, Apple, or Google) in accordance with their own privacy and security policies.

By subscribing, you authorize the applicable platform to charge your payment method on a recurring basis in accordance with their terms and conditions. You are responsible for managing your own subscription settings, including cancellation or changes, through your account on the platform used for purchase.

Changes to Pricing

We may change our subscription fees at any time. This includes fees for standard pricing as well as fees for any discounted, promotional, educational, trainee, resident, fellow, student, partner, or other special pricing (collectively, "Discounted Pricing").

For price changes that affect your current paid subscription, we will provide notice by email to the address associated with your account and/or by posting notice within the service before the change takes effect. Unless otherwise stated, a price change will take effect at the start of your next billing cycle after notice is provided. Notwithstanding the general amendment provision above, changes that affect the price of your current paid subscription are governed by this section.

If you do not agree to a price change, you may cancel your subscription before the change takes effect. Continued use of the service after the effective date of the price change constitutes acceptance of the new pricing.

No posted or quoted price, whether standard pricing or Discounted Pricing, guarantees the continued availability of any rate, plan, discount, feature set, or eligibility category.

Account Use and Eligibility

One Trial Per User Policy

Each individual user is entitled to only one free trial of our services, regardless of the number of email addresses, devices, or accounts they may create. Trials are limited to one per person.

Single-User Accounts

Accounts are licensed for use by a single, named individual, and individual accounts are fundamental to how we protect health information. Our audit logging, access controls, and ability to attribute activity to a specific user depend on each user having a unique identity, consistent with the unique user identification and audit control requirements of the HIPAA Security Rule including 45 CFR 164.312(a)(2)(i) and 45 CFR 164.312(b). Sharing credentials or allowing another person to use your account undermines these safeguards, defeats the audit trail we rely on as a Business Associate, and may compromise your own obligations under HIPAA, these Terms, and the BAA as a Covered Entity or member of a Covered Entity's workforce.

Each clinician who uses the service must maintain their own account and subscription unless we expressly agree otherwise in writing. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

Prohibited Account Activities

You are prohibited from:

Creating multiple accounts, or using different email addresses, to circumvent trial limitations or subscription requirements;
Using technical measures (such as VPNs or device spoofing) to appear as a new user;
Creating accounts on behalf of others solely to access additional trials;
Sharing, selling, renting, leasing, transferring, sublicensing, or assigning your account, login credentials, subscription, seat, trial access, or Discounted Pricing access to any other person;
Permitting any other person, including colleagues, employees, staff, trainees, co-workers, scribes, contractors, or other clinicians, to access or use the service through your account, unless we expressly authorize multiple users in writing;
Using a single account to generate documentation, notes, consult scripts, chart analysis, clinical content, or other outputs for any clinician other than yourself;
Using an individual account for group, staff, departmental, institutional, employer, commercial, or shared clinical use, unless we expressly authorize that use in writing;
Using another person's account, credentials, subscription, trial access, or Discounted Pricing access.

Detection and Enforcement

We employ technical and behavioral measures to detect trial abuse, account sharing, and other unauthorized use, including but not limited to device fingerprinting, IP address tracking, behavioral analysis, concurrent or overlapping sessions, repeated access from different devices or locations, account activity inconsistent with a single user, and unusual usage volume.

Trial abuse, account sharing, and unauthorized use are each a material breach of these Terms. We reserve the right to:

Immediately terminate, suspend, restrict, limit features of, or otherwise modify accounts that violate these restrictions, in some cases without notice;
Deny trial access to users we reasonably believe have already used a trial;
Require verification of identity or eligibility before granting or continuing trial access, Discounted Pricing, or service;
Revoke Discounted Pricing and deny future trials or discounts;
Apply additional charges for unauthorized use, to the extent permitted by law;
Permanently bar the user from future access to the service, including the creation of new accounts;
Block access from devices or networks associated with abuse.

We reserve the right to pursue additional remedies as permitted by law.

Discounted, Promotional, and Resident Pricing

From time to time, we may offer Discounted Pricing (as defined in the Changes to Pricing section above) to individuals or entities who meet eligibility criteria that we define and may change at our sole discretion.

Eligibility

Discounted Pricing, including resident or trainee pricing, is available only to individuals or entities who meet and continue to meet the applicable eligibility requirements. For example, resident, trainee, student, or fellow pricing may require current enrollment in a residency, fellowship, medical school, or other qualifying training program.

Discounted Pricing is personal to the approved individual or entity, is non-transferable, and is subject to the Account Use and Eligibility section above.

Verification

We may require proof of eligibility before granting Discounted Pricing and may require re-verification at any time. Acceptable proof may include, but is not limited to, an institutional or program email address, training badge, student ID, fellowship badge, program verification, expected training end date, letter from a training program, or other documentation we reasonably request.

You agree that all information submitted to obtain or retain Discounted Pricing will be accurate, complete, and current. We may decline, suspend, revoke, or refuse to renew Discounted Pricing if we are unable to verify eligibility or if we reasonably believe the information provided is inaccurate, incomplete, misleading, outdated, or fraudulent.

Loss of Eligibility

You must notify us promptly when you no longer qualify for Discounted Pricing, including upon graduation, completion of training, departure from a qualifying program, change in role, or loss of any other eligibility requirement.

When you cease to be eligible, we may end the Discounted Pricing, require re-verification, require you to select a new plan, terminate the discounted subscription, or transition your account to our then-current standard pricing plan. If a transition to standard pricing affects your current paid subscription, we will provide notice as described in the Changes to Pricing section. Continued use after that transition constitutes acceptance of the standard rate.

Misrepresentation and Abuse

Providing false, incomplete, misleading, or outdated information to obtain or retain Discounted Pricing, allowing an ineligible person to use a discounted account, using another person's discounted account, creating multiple accounts to obtain Discounted Pricing, or otherwise attempting to circumvent our pricing or eligibility rules is a material breach of these Terms.

In such cases, we may, in addition to any other remedies available to us, suspend or terminate the account, revoke Discounted Pricing, deny future trials or discounts, transition the account to standard pricing for future billing periods, and seek or charge the difference between the Discounted Pricing and our standard pricing for any period of unauthorized or ineligible use, to the extent permitted by law.

Changes and Discontinuation

Discounted Pricing is offered at our discretion. We may modify, limit, condition, suspend, or discontinue any Discounted Pricing program, in whole or in part, at any time.

Discounts are not retroactive, cannot be combined unless we expressly state otherwise, have no cash value, and do not guarantee continued access to any particular rate, plan, discount, feature set, or eligibility category.

Liability

Our apps and the materials in our apps and on our website are provided on an "as is" basis. To the extent permitted by law, palmER Worldwide LLC makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.

In no event shall palmER Worldwide LLC or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use our apps, our website, or any other services provided by palmER Worldwide LLC or the materials in our apps, even if palmER Worldwide LLC or an authorized representative has been notified, orally or in writing, of the possibility of such damage.

In the context of this agreement, "consequential loss" includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.

To the maximum extent permitted by law, palmER Worldwide LLC's total aggregate liability to you for all claims arising out of or related to these Terms of Service or the services, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total fees actually paid by you to palmER Worldwide LLC during the twelve (12) months immediately preceding the event giving rise to the claim. If no fees have been paid (including during a free trial), palmER Worldwide LLC's total aggregate liability shall not exceed one hundred dollars ($100.00). This limitation applies collectively to palmER Worldwide LLC, its officers, directors, employees, agents, and suppliers. This limitation of liability is cumulative and not per-incident.

Some jurisdictions do not allow certain warranty disclaimers or exclusions or limitations of liability. Any disclaimer, exclusion, or limitation in this Liability section applies only to the maximum extent permitted by applicable law.

Our software is intended to be used as educational tools and is not a substitute for professional medical advice or treatment. Our software is not intended to replace the clinical judgment and expertise of a healthcare professional, nor the consultation of authoritative sources like medical textbooks, drug prescribing information, and professional and institutional guidelines. Although significant effort is put into creating and maintaining the content, we do not warrant or guarantee its accuracy or currency. It is the responsibility of the user to confirm the accuracy of all content. The information within our software is based primarily on clinical practice standards within the United States of America and may not be appropriate for use in other countries. The user is advised to consult authoritative sources before making any clinical decisions. Before prescribing or administering any drug, the user must review the manufacturer's current product information or package insert for accepted indications, dosage, adverse effects, contraindications and any other information pertinent to appropriate use. The developer assumes no responsibility for any loss, injury, and or damage to persons or property arising from or related to any use of our products. Your indemnification obligations are set out in the Indemnification by Healthcare Users section below.

Medical Liability Limitation

To the maximum extent permitted by law:

Our software does not diagnose, treat, or cure any disease;
We are not responsible for medical decisions based on our software;
We disclaim liability for adverse clinical outcomes;
Users are responsible for all patient care decisions;
These limitations apply regardless of software use context.

Healthcare Professional Use

If you are a healthcare professional:

Maintain professional licenses and compliance with all applicable laws and regulations;
Validate and customize all AI-generated content before clinical use;
You are solely responsible for all clinical decisions;
When handling PHI, comply with the PHI requirements in these Terms, the BAA, and applicable privacy laws including HIPAA.

Healthcare professionals who are Covered Entities or members of a Covered Entity's workforce must use our services in compliance with HIPAA and all other applicable healthcare privacy laws.

Validation Requirement for AI-Generated Content

All AI outputs must:

Be verified by a licensed clinician before any clinical application;
Be treated as educational resources only;
Be customized per individual case and clinical context;
Not be used as the sole basis for clinical decisions.

Responsible Use of Protected Health Information

If you are using our services to handle PHI:

You must comply with the PHI requirements in these Terms and the BAA;
You must meet the authority requirements described in the HIPAA Business Associate Agreement section above before submitting PHI;
You are responsible for obtaining all necessary patient authorizations and consents as required by law;
You must implement appropriate safeguards in accordance with HIPAA and other applicable regulations;
You agree to use PHI only for the purposes permitted under these Terms, the BAA, and applicable law.

We maintain HIPAA-compliant security standards and will fulfill our obligations as a Business Associate under the BAA. However, you remain responsible for your own compliance obligations under HIPAA, whether as a Covered Entity or as a member of a Covered Entity's workforce, including but not limited to ensuring that you have the legal right to share PHI with us.

Decision Support Tool Limitations

Clinical tools:

Assist but do not replace professional clinical judgment;
May not account for all relevant clinical factors;
Should not be solely relied upon for clinical decision-making;
Are based on generalized medical knowledge and may not apply to specific patient circumstances.

No Guarantee of Clinical Outcomes

We do not guarantee:

Accuracy or completeness of clinical suggestions or recommendations;
Completeness of differential diagnoses;
Suitability of clinical workflows for specific patient populations;
Any particular clinical results or patient outcomes.

Indemnification by Healthcare Users

You agree to indemnify, defend, and hold harmless palmER Worldwide LLC, its officers, directors, employees, and agents from and against any and all claims, liabilities, demands, suits, judgments, damages, losses, and expenses, including all costs and reasonable attorneys' fees, arising from or relating to:

Your use of our software;
Any violations of HIPAA or other healthcare privacy regulations;
Your submission of PHI through the services without the authority required under the HIPAA Business Associate Agreement section above;
Regulatory actions related to your use of our services;
Medical malpractice or confidentiality breaches related to your use of our software;
Death of, or injury or harm to, any person, and loss of, damage to, or destruction of any property, including any loss of use, arising from or related to your use of our software.

Beta and Trial Disclaimer

Trial and beta features:

Are provided "as is" without warranties or technical support guarantees;
May be modified, discontinued, or removed at any time without notice;
Must be independently validated before any clinical use;
Should not be relied upon for critical clinical decisions.

Right to Terminate

We may terminate your account:

Immediately for breach of these Terms of Service, including trial abuse or multiple account creation;
For suspected fraudulent activity or circumvention of subscription policies;
For ineligibility for, or abuse of, any Discounted Pricing, or for account sharing or unauthorized use in violation of these Terms;
For violation of the BAA or the PHI requirements in these Terms;
With or without cause, upon reasonable notice.

If we terminate your account without cause, we will refund the prepaid fees covering the unused portion of your then-current subscription term. We do not refund prepaid fees when we terminate for breach of these Terms, suspected fraudulent activity, ineligibility for or abuse of Discounted Pricing, account sharing or other unauthorized use, or violation of the BAA or the PHI requirements in these Terms. For subscriptions billed through Apple or Google, refunds are handled by that platform as described in the Subscriptions and Billing section above.

Upon termination, the return or destruction of PHI is governed by the BAA and applicable law.

Notice regarding Apple

To the extent that you are using or accessing our apps on an iOS device, you acknowledge and agree to the terms of this clause. You acknowledge that these Terms of Service are between you and palmER Worldwide LLC only, not with Apple Inc. (Apple), and Apple is not responsible for our apps and any materials available in our apps.

Apple has no obligation to furnish you with any maintenance and support services with respect to our apps.

If our apps fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to our apps and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our responsibility.

Apple is not responsible for addressing any claims by you or any third party relating to our apps or your use of our apps, including but not limited to (1) product liability claims; (2) any claim that our mobile applications fail to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that our mobile applications infringe that third party's intellectual property rights.

You agree to comply with any applicable third-party terms when using our apps, including any Usage Rules set forth in the Apple App Store Agreement of Service.

Apple and Apple's subsidiaries are third-party beneficiaries of these Terms of Service, and upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary of these Terms of Service.

You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Arbitration and Dispute Resolution

Please read this section carefully. Except as stated below, you and palmER agree to binding individual arbitration, not court proceedings, and waive jury-trial and class-action rights.

Arbitration and exceptions. Except for an individual claim within the jurisdiction of an appropriate small claims court that is brought and maintained in that court on an individual basis, any dispute arising from these Terms, the services, or your relationship with palmER will be resolved by one neutral arbitrator in binding arbitration administered by the American Arbitration Association ("AAA") under the Federal Arbitration Act. Either party may seek temporary or preliminary court relief to protect PHI, trade secrets, or other confidential information pending arbitration. Nothing restricts HIPAA compliance or the ability to report to, respond to, or cooperate with the U.S. Department of Health and Human Services or other regulators. These exceptions do not waive arbitration of remaining claims.

Rules, location, and costs. The AAA's Consumer Rules apply to individual account holders and its Commercial Rules to other parties, subject to the AAA's authority to select the applicable rules. The arbitrator may award the same individual relief available in court. Proceedings may use documents, telephone, video, or an in-person hearing. Unless agreed otherwise, an individual account holder's in-person hearing will occur in the county and state where that individual resides; other locations follow the applicable AAA rules. An individual account holder will pay no more than the individual filing fee in the AAA's Consumer Fee Schedule. palmER will pay all other AAA administrative fees, arbitrator compensation, and arbitrator or AAA expenses even if another ruleset applies. Each party pays its own attorneys' fees and costs unless applicable law or the award provides otherwise.

Individual claims only. Neither party may bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not combine claims without every affected party's written consent. Nonwaivable public injunctive relief remains available. If this waiver is unenforceable for a particular claim or remedy, only that claim or remedy may proceed in court; class or representative arbitration is prohibited. This paragraph controls over the general Severance section below.

Severance

If a clause is unenforceable, it shall be severed, and the remainder shall remain valid.

Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute not subject to arbitration under the section above may be brought in a court of competent jurisdiction.

Order of Precedence

Schedule A controls over these Terms, the Privacy Policy, any signed order form, any organization agreement, and any other service agreement solely with respect to PHI, HIPAA, and related privacy and security obligations. No other document modifies or supersedes Schedule A.

Subject to the preceding paragraph, an organization agreement controls other legal and business terms, a signed order form controls the services, subscription term, quantities, and fees it states, and these Terms control otherwise. If an order form conflicts with an organization agreement on a non-PHI subject, the organization agreement controls unless the order form expressly identifies the provision it overrides and is signed by authorized representatives of both parties.

General Terms

Entire agreement. These Terms, including Schedule A, the Privacy Policy, and any signed order form or organization agreement constitute the entire agreement between you and palmER concerning the services and supersede all prior or contemporaneous proposals, communications, representations, and agreements concerning the services, whether oral or written. The Order of Precedence section above governs any conflict among these documents.

Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. palmER may assign these Terms to an affiliate or successor in connection with a merger, reorganization, change of control, or sale of all or substantially all of the business or assets relating to the services, provided that the assignee assumes palmER's obligations under these Terms. Any attempted assignment in violation of this paragraph is void. These Terms bind and benefit the parties and their permitted successors and assigns. This paragraph does not alter either party's obligations under the BAA.

Notices. Unless these Terms, the BAA, an applicable signed order form or organization agreement, or applicable law requires a different method or recipient, notices required under these Terms must be in writing. We may provide notice to you by email to the address associated with your account or through the services. Notices of changes to these Terms may also be posted on this page as described above. You must keep your account email address current. You may provide notice to palmER using the applicable email or postal address in the Contact Us section below. Any specific notice provision in the BAA controls over this paragraph.

Force majeure. Neither party will be liable for delay or failure to perform under these Terms, other than a payment obligation, to the extent caused by circumstances beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate the effects and resume performance. This paragraph does not excuse or delay any duty under the BAA or any obligation imposed by applicable privacy, security, breach-notification, or data-protection law.

Subprocessors and Subcontractors

We may use subcontractors and subprocessors to provide the services. Where a subcontractor creates, receives, maintains, or transmits PHI on our behalf, we will maintain a written agreement that imposes obligations no less protective than those in the BAA. A current list of infrastructure and service subprocessors is available upon request at hipaa@palm-ER.com.

Contact Us

If you have questions or legal inquiries:

General Support: support@palm-ER.com
Privacy Inquiries: privacy@palm-ER.com
HIPAA Compliance: hipaa@palm-ER.com
BAA Questions: baa@palm-ER.com
Security Reporting: security@palm-ER.com
DMCA Complaints: dmca@palm-ER.com

palmER Worldwide LLC
8 The Green STE A
Dover, DE 19901
United States

SCHEDULE A: BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement ("Agreement") is entered into between palmER Worldwide LLC ("Business Associate") and the Covered Entity accepting these Terms directly or through an authorized representative ("Covered Entity"), and supplements and is incorporated into the Underlying Agreement. This Agreement becomes effective when Covered Entity accepts these Terms directly or through an authorized representative (the "Effective Date"). A person accepting these Terms on behalf of Covered Entity represents and warrants that the person has full legal authority to bind Covered Entity. Capitalized terms not defined here have the meanings in the HIPAA Rules or the HITECH Act.

DEFINITIONS

The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

Specific definitions:

(a) Business Associate: "Business Associate" shall generally have the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to the party to this Agreement, shall mean palmER Worldwide LLC.

(b) Covered Entity: "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103, and in reference to the party to this Agreement, means the Covered Entity accepting these Terms directly or through an authorized representative.

(c) HIPAA Rules: "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

(d) HITECH Act: "HITECH Act" means the Health Information Technology for Economic and Clinical Health Act, Public Law 111-5, and its implementing regulations.

(e) Underlying Agreement: "Underlying Agreement" means these Terms and any signed order form or organization agreement governing Business Associate's provision of the services to Covered Entity. No Underlying Agreement modifies or supersedes this Agreement.

(f) De-identified Data: "De-identified Data" has the meaning set forth at 45 CFR 164.514(a) to (c).

APPLICABILITY

This Agreement applies to the extent Covered Entity creates, receives, maintains, or transmits Protected Health Information through the services and Business Associate consequently acts as its Business Associate under HIPAA. It does not apply to information outside the services or information that is not Protected Health Information.

OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

Business Associate agrees to:

(a) Not use or disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law;

(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by this Agreement. Business Associate maintains administrative, technical, and physical safeguards appropriate to the size and complexity of its operations and the nature and scope of Protected Health Information processed, including encryption in transit and at rest, access controls, audit logging, and vulnerability management;

(c) Report to Covered Entity any use or disclosure of Protected Health Information not provided for by this Agreement of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR 164.410, and any Security Incident of which it becomes aware. Business Associate shall provide such notification within ten (10) business days of becoming aware of such non-permitted use, disclosure, or Security Incident. If Business Associate determines a Breach of Unsecured Protected Health Information occurred, it shall provide written notice to Covered Entity without unreasonable delay and in no case later than thirty (30) calendar days after discovery, including the content required by 45 CFR 164.410(c). Notwithstanding the foregoing, the parties acknowledge the ongoing existence and occurrence of attempted but ineffective Security Incidents that are trivial in nature, such as pings and other broadcast service attacks, and Covered Entity acknowledges and agrees that no additional notification to Covered Entity of such ineffective Security Incidents is required, as long as no such incident results in unauthorized access, use, or disclosure of Protected Health Information;

(d) Mitigate, to the extent practicable, any harmful effect of a use or disclosure of Protected Health Information by Business Associate in violation of this Agreement that is known to Business Associate;

(e) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of Business Associate are bound by a written agreement with restrictions and conditions no less protective than this Agreement with respect to such information;

(f) Make available Protected Health Information in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.524. Business Associate shall provide such information to Covered Entity within fifteen (15) business days of receiving a request from Covered Entity. Business Associate will not respond directly to Individuals unless directed in writing by Covered Entity. If Business Associate receives a request directly from an Individual, Business Associate will promptly forward it to Covered Entity;

(g) Make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 CFR 164.526. Business Associate shall incorporate any such amendments within fifteen (15) business days of receiving direction from Covered Entity. Business Associate will not respond directly to Individuals unless directed in writing by Covered Entity. If Business Associate receives an amendment request directly from an Individual, Business Associate will promptly forward it to Covered Entity;

(h) Maintain and make available the information required to provide an accounting of Disclosures to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.528. Business Associate shall provide such information to Covered Entity within thirty (30) days of receiving a request from Covered Entity. Business Associate will not respond directly to Individuals unless directed in writing by Covered Entity. If Business Associate receives an accounting request directly from an Individual, Business Associate will promptly forward it to Covered Entity;

(i) To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s);

(j) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules; and

(k) When using, disclosing, or requesting Protected Health Information from Covered Entity, or in accordance with any provision of this Agreement, limit Protected Health Information to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request, consistent with Covered Entity's minimum necessary policies and procedures.

PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE

(a) Business Associate may only use or disclose Protected Health Information as necessary to perform the services set forth in the Underlying Agreement;

(b) Business Associate may use or disclose Protected Health Information as Required By Law;

(c) Business Associate agrees to make uses and disclosures and requests for Protected Health Information consistent with Covered Entity's minimum necessary policies and procedures;

(d) Business Associate may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth below;

(e) Business Associate may use Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate;

(f) Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided the disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; and

(g) Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity.

(h) Business Associate may de-identify Protected Health Information in accordance with 45 CFR 164.514(a) to (c). De-identified Data is not Protected Health Information and is not subject to this Agreement. Business Associate may use and disclose De-identified Data for lawful purposes, and will not re-identify or attempt to re-identify such data or contact Individuals.

PROVISIONS FOR COVERED ENTITY TO INFORM BUSINESS ASSOCIATE OF PRIVACY PRACTICES AND RESTRICTIONS

(a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information;

(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information;

(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. Covered Entity will not impose restrictions that would cause Business Associate to violate law or this Agreement; and

(d) Covered Entity warrants that it has obtained any necessary authorizations, consents, and other permissions that may be required under applicable law prior to transmitting Protected Health Information to Business Associate.

PERMISSIBLE REQUESTS BY COVERED ENTITY

Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the uses and disclosures permitted under Sections (e), (f), and (g) of the "Permitted Uses and Disclosures by Business Associate" section above.

TERM AND TERMINATION

(a) Term: This Agreement begins on the Effective Date and ends when the Underlying Agreement expires or terminates, unless terminated earlier under this Section. The return or destruction of Protected Health Information while the Underlying Agreement remains in effect does not terminate this Agreement.

(b) Termination for Breach: If either party materially breaches this Agreement, the non-breaching party may terminate this Agreement and the affected services on thirty (30) days' written notice unless the breach is cured during that period. If cure is not reasonably possible, the non-breaching party may terminate immediately. If Covered Entity determines that neither cure nor termination is feasible, Covered Entity shall report the violation to the Secretary as required by HIPAA.

Upon termination of this Agreement for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:

Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
Return to Covered Entity (or, if agreed to by Covered Entity, destroy) the remaining Protected Health Information that Business Associate still maintains in any form;
Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information;
Not use or disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out in Sections (e) and (f) under "Permitted Uses and Disclosures By Business Associate" which applied prior to termination;
Return to Covered Entity (or, if agreed to by Covered Entity, destroy) the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities; and
Upon Covered Entity's written instruction, transmit Protected Health Information to another business associate designated by Covered Entity.

This provision shall apply to Protected Health Information that is in the possession of Subcontractors or agents of Business Associate. Business Associate will ensure all Subcontractors return or destroy Protected Health Information consistent with this Section.

In the event that Covered Entity requires Business Associate to retain the Protected Health Information after termination of this Agreement, Covered Entity shall bear the reasonable cost of storage of such Protected Health Information for as long as storage by Business Associate is required.

(d) The obligations of Business Associate under this Section shall survive the termination of this Agreement.

MISCELLANEOUS

(a) Regulatory References: A reference in this Agreement to a section in the HIPAA Rules or the HITECH Act means the section as in effect or as amended, and for which compliance is required.

(b) Amendment: This Agreement is standardized and is not subject to customer-requested modification. Any amendment must be issued by Business Associate as a revised standard Schedule A. The revised Schedule A becomes effective when Covered Entity accepts the revised Terms directly or through an authorized representative, except to the extent a change applies automatically under applicable law.

(c) Interpretation: Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules and shall be resolved in a manner that allows Covered Entity and Business Associate to comply with applicable law.

(d) Entire Agreement and Conflicts: The Underlying Agreement together with this Agreement constitutes the entire agreement concerning the subject matter of this Agreement. This Agreement controls over the Underlying Agreement and every other document with respect to Protected Health Information, HIPAA, and related privacy and security obligations. No order form, organization agreement, purchase order, customer-provided terms, or other document modifies or supersedes this Agreement.

(e) Relationship of Parties: Business Associate is an independent contractor and not an agent of Covered Entity under this Agreement. Business Associate has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all Business Associate obligations under this Agreement.

(f) No Third Party Beneficiaries: Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors and assigns, any rights, remedies, obligations, or liabilities whatsoever, and no other person or entity shall be a third party beneficiary of this Agreement.

(g) Governing Law and Dispute Resolution: This Agreement is governed by the governing-law and dispute-resolution provisions of the Underlying Agreement.