Terms and Conditions

Terms of Service (Platform Terms)

Last Updated July 11, 2024

These Terms of Service, the ArcHouse Policies, the ArcHouse BAA, and any other policies, terms or conditions which apply to the ArcHouse Products and the ArcHouse Platform (collectively, the “Platform Terms”) govern your use of the ArcHouse Products and the ArcHouse Platform. You represent to ArcHouse that you have the authority to bind your legal entity to the Platform Terms. As such, “you”, “your” or “Provider” refers to you and that organization. Please read these Platform Terms carefully because they are a binding agreement between you and HospiceMatch, Inc. d/b/a ArcHouse (“ArcHouse”, “our”, “us”, “we”).

YOUR USE OF THE ARCHOUSE PRODUCTS AND THE ARCHOUSE PLATFORM CONSTITUTES YOUR ACCEPTANCE TO THESE PLATFORM TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE PLATFORM TERMS, YOU SHOULD NOT USE THE ARCHOUSE PRODUCTS OR THE ARCHOUSE PLATFORM.

Capitalized terms not otherwise defined have the meaning provided in Section D below (“Definitions”).

A. GENERAL TERMS

Introduction to ArcHouse.
1. Using the ArcHouse Products & ArcHouse Platform. The ArcHouse Platform enables you to use the ArcHouse Products, which include the ArcHouse Interoperability Products.
2. Scope of Terms. The Platform Terms establish rules, conditions and requirements for your use of the ArcHouse Products and also for how you interact with, share data with, and access data using the ArcHouse Interoperability Products.
3. Changes to the Platform Terms. We may make changes to these Platform Terms from time to time. Unless we note otherwise, changes to these Platform Terms become effective 30 days after they are posted. Notwithstanding the foregoing, we may make changes to the Platform Terms effective immediately to comply with Applicable Law or as necessary to support new functionality. Notwithstanding the foregoing, in the case of changes to the ArcHouse BAA, we may only make changes if permitted by HIPAA or Applicable Law, which will take effect 90 days after they are posted. If you do not accept the changes to the Platform Terms, you must stop using the ArcHouse Products and the ArcHouse Platform.
Account Terms.
1. Creation of Provider Account. Providers must create a Provider Account to use the ArcHouse Products. Registration for a Provider Account will require you to participate in ArcHouse’ Verification Process described in subsection (b.ii) below.
2. Verification Process. Prior to your use of the ArcHouse Products and access to the ArcHouse Interoperability Products, you are required to complete our Healthcare Provider Verification Process. This process may include requests for detailed information about your legal entity, your Affiliates, and the healthcare services you provide to your patients. As part of the Verification Process, you authorize our service providers and other third parties to disclose, and for us to retrieve, pertinent information about you. This may include data from credit reporting agencies, information bureaus, and other relevant sources. The information we request may include, but is not limited to, your name, address, accreditation, licensing details, and other data about you or your representatives. You acknowledge that we may use the information you provide to verify its accuracy and to assess your overall risk to our business and compliance with these Platform Terms. We may periodically request updated information to ensure ongoing compliance and accuracy. You represent and warrant to us that all information provided during the Healthcare Provider Verification Process is true, complete, and accurate in all respects.
3. Keeping Your Account Current. You agree to keep the information in your Provider Account current. You must promptly update your Provider Account with any changes to your legal entity or provision of services, including but not limited to information related to your HIPAA Category, Affiliates, certification, licensing, or any other relevant information.
ArcHouse Products
1. Use of the ArcHouse Products. During the Term, and subject to your compliance with these Platform Terms and any Documentation, you may use the ArcHouse Products solely (i) for Patients with whom you have a Patient Relationship (as defined in ArcHouse’ Privacy Policy), (ii) for Authorized Activities, and (iii) to access Patient Data when you meet the Permitted Access Requirements.
2. Use of Patient Data. Subject to our compliance with the obligations set forth in Section A(6) (Patient Data & Regulatory Requirements) below, you authorize us to use and disclose your Patient Data in order for us to provide the ArcHouse Products to you.
3. Restrictions on Use.
  1. APIs. You may only use APIs specifically identified for Platform use in the Documentation. You may not use or call any private, internal, or other APIs to which you may have access through the ArcHouse Products
  2. Harmful Material. You agree that you will not upload, transmit, or otherwise provide to or through the ArcHouse Products any information, data, content or that violates the Acceptable Use Policy or which contain, transmit or activate any harmful, malicious or destructive code.
  3. Marks & Labels. You will not remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the ArcHouse Products or Documentation, including any screen displays or any other products or materials provided by ArcHouse.
  4. Usage Limits. You will only use the ArcHouse Products in accordance with any usage limits included in the Order Form.
  5. Modification. You may not and you agree not to, or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the ArcHouse Products, the Documentation, or any part or component thereof.
4. ArcHouse Interoperability Products. Certain ArcHouse Products facilitate seamless interoperability through Health Information Exchanges (HIEs), allowing Providers to access and share Patient Data with other Providers.
  1. ArcHouse Interoperability Products Restrictions. In addition to all other guidelines set forth in sections A(3)(a), A(3)(b), and A(3)(c), ArcHouse Interoperability Products are subject to specific additional restrictions. These products are exclusively for “Treatment Activities” as defined in 45 CFR 164.501. You may only access information pertaining to individuals with whom You have a treatment relationship. ArcHouse Interoperability Products also require the satisfaction of data reciprocity requirements, as defined below.
  2. Reciprocity. You will abide by a set of common minimum requirements set forth in this section for participating, contributing, and sharing Patient Data in order to receive and benefit from the ArcHouse Interoperability Products. Providers must contribute clinical data for every patient for whom they request Patient Data. This includes, but is not limited to, information about referrals, admissions, clinical notes, diagnoses, and other relevant clinical data. ArcHouse will address any nonadherence by a Provider through a variety of actions, up to and including suspension of the Provider’s use of ArcHouse Interoperability Products until adherence is demonstrated.
5. Service Levels. We will provide the ArcHouse Platform in accordance with uptime commitment set forth in the Order Form. Any Service Credits set forth in the Order Form shall be your sole and exclusive remedy for any failure by us to achieve the uptime commitment.
6. Support. We will provide support services for your use of the ArcHouse Products during normal business hours (9am ET – 5pm ET), Monday through Friday, excluding major holidays. You can request support services by emailing support@archouse.health.
7. Changes to the ArcHouse Products. We may make changes to the features and functionality of the ArcHouse Products from time to time; however, we will not materially decrease the overall functionality of the ArcHouse Products. We will try to avoid making changes to the ArcHouse Products that are not backwards-compatible; however, if such changes are necessary we will use reasonable efforts to let you know at least 60 days prior to implementation of the changes.
Your Users.
1. Your Users.
  1. Identity and Access Controls. You will verify the identity of Your Users and ensure that only individuals who meet your requirements are able to access your Provider Account and any Patient Data which may be accessible through the ArcHouse Platform and the ArcHouse Interoperability Products.
  2. Your Users. You are responsible for ensuring that Your Users comply with all relevant provisions of these Platform Terms, Policies and Documentation when using the ArcHouse Products. You agree that each User accepts the Platform Terms, which include that each User only use the ArcHouse Products for Authorized Activities, as permitted by Applicable Law. You also agree that you will take immediate enforcement action for any violations.
  3. No Third-Party Access. Except as required by law, You will not permit any third-party (other than Your Authorized Users) to have access to the Services and/ or to use the Services without our prior express written agreement. You will promptly notify Us of any order or demand for compulsory disclosure of Health Information if the disclosure requires access to or use of the ArcHouse Platform. You will cooperate fully with Us in connection with any such demand.
  4. Your Authorized Users. You may permit Your Authorized Users to use the ArcHouse Platform, subject to the terms of this Agreement. You will:
    1. Obtain a unique User ID from Us for each member of Your Users
    2. Train all Users on the requirements of this Agreement and the Policies and Procedures relating to their access to and use of the Services, and ensure that they comply with such requirements
    3. Take appropriate disciplinary action against any member who violates the terms of this Agreement or the Policies
    4. Ensure that only You and Your Users access the ArcHouse Products from your unique User IDs, respectively;
    5. Immediately notify Us of the termination of employment of any member of Your Authorized Users, or of Your withdrawal of authorization for any such person to access the Service.
Evaluation Tools.
1. Early-Release Products and/or Features. We may provide you access to early-release products and/or features. These releases may be unstable and/or change in ways that are not backwards-compatible. It is at our sole discretion whether to include these early-release products and/or features in the ArcHouse Products. The ArcHouse Products SLA and support obligations set forth in Section A(3)(e) above do not apply to these early-release products and/or features. EARLY-RELEASE PRODUCTS AND/OR FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND WE WILL HAVE NO LIABILITY AND NO OBLIGATION TO INDEMNIFY FOR ANY EARLY-RELEASE PRODUCTS AND/OR FEATURES.
Patient Data & Regulatory Requirements
1. Patient Data Governance. As you use the ArcHouse Products to contribute to and access Patient Data in the ArcHouse Platform, you agree to comply with the following requirements:
  1. Authorized Activities. You may only use the ArcHouse Products and access the ArcHouse Platform for the Authorized Activities as defined in ArcHouse’ Privacy Policy consistent with the HIPAA Minimum Necessary Standard.
  2. Permitted Access Requirements. We will only allow you or others to access Patient Data if you meet the applicable Permitted Access Requirements set forth in ArcHouse’ Privacy Policy.
2. Privacy.
  1. Privacy Policy. You and ArcHouse both agree to follow ArcHouse’ Privacy Policy, as may be updated or revised from time to time.
  2. ArcHouse Privacy Responsibilities. We will comply with the privacy requirements set forth in the ArcHouse BAA and provide the ArcHouse Products in compliance with these Platform Terms and the provisions of Applicable Law, including without limitation, HIPAA, in all material respects.
  3. Your Privacy Responsibilities. You are responsible for your own compliance with any legal or regulatory requirements of Applicable Law, including ensuring that your uses and disclosures of Patient Data comply with federal and state privacy laws. You are solely responsible for the disclosure, transmission, and/or receipt of any Patient Data which is contrary to or prohibited by any federal or state privacy law. You are also solely responsible for determining and/or ensuring that any requirement for notice, authorization, consent, or permission which is required as a condition for a disclosure, use, transmission or receipt of Patient Data has been met.
  4. Specially Regulated Data. You acknowledge that certain Patient Data (such as HIPAA Psychotherapy Notes, mental health information, substance use disorder information, HIV status) may be subject to certain additional or specific notice, consent, or authorization requirements under Applicable Law (“Specially Regulated Data”). You may only use the ArcHouse Products to upload or share Specially Regulated Data if you have satisfied any conditions or requirements applicable to such data.
3. Security.
  1. Platform Security Policy. You agree to follow the Platform Security Policy, as may be updated or revised from time to time.
  2. ArcHouse Security Responsibilities. We will implement and maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Patient Data as described in the Platform Security Policy.
  3. Your Security Responsibilities. You will implement and maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Patient Data as described in the Platform Security Policy. You will not, and you will not allow or enable any of Your Users to, bypass or breach any security feature, device, or protection used by the ArcHouse Products. You and your Users may not access the ArcHouse Products other than through your or their own then valid access credentials.
Mutual Confidentiality
1. General. Each party will only use the other party’s Confidential Information to exercise the receiving party’s rights and fulfill its responsibilities under these Platform Terms and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein.
2. Compelled Disclosures. Notwithstanding any other provision of these Platform Terms, a receiving party or its Affiliate may disclose Confidential Information to the extent compelled by court order, subpoena, warrant or other valid legal authority; provided that the receiving party uses commercially reasonable efforts to promptly notify the other party before any such disclosure (to the extent legally permitted).
3. Publicity. You may state publicly that you are using the ArcHouse Platform and ArcHouse Products. ArcHouse may identify you as a Provider Using ArcHouse Products.
Intellectual Property.
1. ArcHouse IP. As between you and ArcHouse, we exclusively own and reserve all rights, title, and interest in and to the ArcHouse Products, the ArcHouse Platform, the Documentation, System Data, Feedback, and our Confidential Information. This includes, but is not limited to, unique questionnaires and forms, proprietary algorithms, workflows, processes, clinical protocols or guidelines, software, designs, trademarks, trade secrets, patents, copyrights, and any other intellectual property rights related to our products and services. (together, the “ArcHouse IP”). Notwithstanding the foregoing, ArcHouse does not claim any ownership over your Patient Data.
2. Feedback. We own any Feedback you provide to ArcHouse and we are entitled to implement, use, and incorporate into the ArcHouse Products any Feedback without restriction or limitation.
3. Our Use of Data. We may use the data we store, process, receive, or create through the ArcHouse Platform, including Patient Data, as described below.
  1. Patient Data. We may only use Patient Data as authorized under these Terms of Service and permitted by the ArcHouse BAA and Applicable Law. Nothing in these Terms of Service or the ArcHouse BAA gives us the right to de-identify Patient Data for sale or license to third parties.
  2. Account Data. We may use Account Data for purposes of providing the ArcHouse Products or making the ArcHouse Platform available to you, providing related support services, or for our proper management and administration as permitted by Applicable Law.
  3. Transaction Data. We may use and disclose Transaction Data to administer, facilitate or provide the ArcHouse Products, or improve or provide additional ArcHouse Products, except that we may not disclose to any third-party any Transaction Data that may identify you unless permitted by Section A(7) (Confidentiality) of these Terms.
  4. System Data. We may use, disclose, market, license, distribute, sell, receive remuneration for, create derivative works of System Data as permitted by Applicable Law.
4. Trademarks. Except as expressly provided, these Platform Terms do not give either you or ArcHouse the right to use the other party’s trademarks, logos, or service marks without the other party’s prior written consent. If or when permitted, any use of or reference to either party’s trademarks, logos or service marks may be done only in strict accordance with these Platform Terms.
Payment Terms.
1. Fees. You agree to pay the fees for the ArcHouse Products set forth in an executed Order Form or associated pricing list (“Fees”). Except as otherwise set forth herein, your payment obligations are non-cancelable and Fees paid are non-refundable. You agree that your payment of the Fees is not contingent on the delivery of any future features or functionality.
2. Billing. At the end of each month, we will issue an invoice that identifies the Fees payable. Unless otherwise agreed in an Order Form, you will pay the Fees within 30 days of receipt of the invoice. Unless we authorize otherwise, you will pay by credit card, debit card, or other approved electronic payment method.
3. Taxes. You are responsible to pay for all taxes, customs, duties, fees, and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax, use or consumption tax, and/or withholding tax on the ArcHouse Products. If you are tax-exempt, you will provide us with the appropriate certificate or other evidence of tax exemption.
4. Payment Disputes. You must notify us within 0 days of receipt of an invoice for any Fees that you wish to dispute. You may withhold any disputed Fees without suspension of the ArcHouse Products or assessment of a late fee until the dispute is resolved, so long as you act reasonably and in good faith and cooperate diligently with ArcHouse to resolve the dispute.
5. Late Payments. Except in the case of a good faith dispute as described in Section A(9)(d), if you fail to pay the Fees when due, we may (i) assess and you will pay, a late fee of the lesser of 1.5% per month or the maximum amount allowable by Applicable Law, and/or (ii) suspend the ArcHouse Products for your Provider Account, until the Fees are paid in full.
Term, Termination & Suspension
1. Term. The Order Form will set forth the initial term of your use of the ArcHouse Products (“Initial Term”). The Order Form will thereafter automatically renew for additional one-year periods (collectively with the Initial Term, the “Term”) unless either party provides notice of its intent to terminate no later than 90 days prior to the end of the then current Term. Notwithstanding the foregoing, if no Initial Term is designated on the Order Form either party may terminate your use of the ArcHouse Products at any time with 30 days’ prior written notice to the other party. These Platform Terms are effective on the date they are accepted by you and will continue in effect until expiration or termination of all Order Forms executed by the parties.
2. Termination for Inactivity. ArcHouse reserves the right to terminate your access to the ArcHouse Products upon 30 days advance notice if, for a period of 60 days you have not accessed the ArcHouse Products or had any activity in the ArcHouse Products and no Term is designated on your Order Form.
3. Termination for Breach. To the extent permitted by Applicable Law, either you or ArcHouse may terminate an Order Form and these Platform Terms immediately on written notice if (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
4. Suspension of Services. We may immediately suspend your use of the ArcHouse Products and the ArcHouse Platform if we determine in good faith: (i) that you have materially breached any provision of these Platform Terms; (ii) that the information you provided as part of the Verification Process is materially incomplete, inaccurate, or misleading; (iii) there is an unusual and material increase in your use of the ArcHouse Products and such increase negatively impacts the operating capability of the ArcHouse Products; (iv) that our provision of ArcHouse Products to you is prohibited by Applicable Law; or (v) there is any use by you or one of Your Users that threatens the security, integrity or availability of the ArcHouse Products or ArcHouse Platform; or (vi) you or your Platform Users engage in fraudulent or illegal activities. If we suspend the ArcHouse Products pursuant to Section 9(e) or this Section 10(e) we will have no liability to you or any third-party for any damage, costs, losses (including any loss of data or profits), or any other consequences that you may incur in connection with such suspension. We will notify you as soon as possible if we are unable to notify you prior to suspension of your access to the ArcHouse Products.
5. Effect of Termination.
  1. ArcHouse BAA. Termination of the Platform Terms for any reason under this Section will also result in the immediate and automatic termination of the ArcHouse BAA on the same date termination of the ArcHouse Products takes effect. ArcHouse will follow the disposition of PHI requirements as set forth in the ArcHouse BAA.
  2. Transition. Upon termination of these Platform Terms for any reason under this Section, (A) you will notify Your Users that their access to the ArcHouse Products has terminated and that we may withhold, remove or discard any content, data or other information that Your Users post or upload to the ArcHouse Platform while using the ArcHouse Products; and (B) ArcHouse will use commercially reasonable efforts to enable you to export or transfer your Patient Data contained in the ArcHouse Platform.
Representation & Warranties
1. ArcHouse Representations & Warranties. We represent and warrant to you that the ArcHouse Products will perform in accordance with the Documentation in all material respects. Our sole obligation, and your sole and exclusive remedy, for any non-conformities to the express warranty set forth under this Section, will be for us to (at our option): (i) remediate any material non-conformity or (ii) refund to you a pro-rata amount of the Fees you actually paid for the time period during which the affected services do not comply with this Section.
2. Provider Representations & Warranties. You represent and warrant to us that (i) you have provided to us, and will continue to provide to us, any notices you receive from Patients and (ii) you have obtained, and will continue to obtain, any permissions or consents that may be required by Applicable Law for use or disclosure of any Patient Data with or through the ArcHouse Products, including the ArcHouse Interoperability Products.
Disclaimers
1. GENERAL. THE ARCHOUSE PRODUCTS, AND THE ARCHOUSE PLATFORM, ARE PROVIDED “AS IS”, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE PLATFORM TERMS, WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE ARCHOUSE PRODUCTS, THE ARCHOUSE PLATFORM, AND THE ARCHOUSE INTEROPERABILITY PRODUCTS.
2. CONTENT. WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY, UP-TO-DATE STATUS, OR COMPLETENESS OF ANY CONTENT CREATED BY, AVAILABLE IN OR SHARED THROUGH THE ARCHOUSE PRODUCTS, THE ARCHOUSE PLATFORM, OR THE ARCHOUSE INTEROPERABILITY PRODUCTS, INCLUDING PATIENT DATA, NOR ITS COMPLIANCE WITH ANY LEGAL REQUIREMENTS OR STANDARDS.
3. CLINICAL RESPONSIBILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ARCHOUSE PRODUCTS, THE ARCHOUSE PLATFORM, AND THE ARCHOUSE INTEROPERABILITY PRODUCTS AND ANY AVAILABLE PATIENT DATA OR CLINICAL CONTENT PROVIDED THROUGH THEM ARE NOT INTENDED TO BE MEDICAL ADVICE OR INSTRUCTIONS FOR MEDICAL DIAGNOSIS, TREATMENT, OR CARE BY YOUR USERS. THE ARCHOUSE PRODUCTS ARE NOT A SUBSTITUTE FOR YOUR OR YOUR USERS’ PROFESSIONAL MEDICAL ADVICE AND SHOULD NOT BE USED WITHOUT THE SUPERVISION AND INDEPENDENT MEDICAL JUDGMENT OF A QUALIFIED HEALTHCARE PROFESSIONAL CONSISTENT WITH APPLICABLE STANDARDS OF GOOD MEDICAL PRACTICE.
4. INTERNET SECURITY. YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDER NETWORKS ARE INHERENTLY INSECURE AND YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF PATIENT DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATION PROVIDERS’ NETWORK.
5. UNAUTHORIZED ACCESS - LOST OR CORRUPT DATA. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY DATA TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
Mutual Indemnification
1. Indemnification by ArcHouse.
  1. Scope of Indemnification. Subject to the limitations in this Section, we will indemnify, defend, and hold harmless you and your directors, officers, and employees from and against all third party Costs arising from or related to any actual or alleged claim (A) that our provision of the ArcHouse Products infringes or misappropriates such third party’s intellectual property rights, or (B) arising from a breach of our obligations under the ArcHouse BAA (“Provider Claim”). We will pay all Costs and any settlement amounts agreed to be paid by us or damages awarded against you in connection with any such Providers Claim.
  2. Infringement Alternatives. If the ArcHouse Products are, or we believe are likely to become, the subject of a Provider Claim, we may at our option and expense (A) procure the right to continue providing the ArcHouse Products as set forth in these Platform Terms, (B) modify the ArcHouse Products as permitted in these Platform Terms, or (C) if the foregoing options are not reasonably practicable, terminate these Platform Terms, or if applicable, terminate the specific ArcHouse Products that are the subject of any actual or potential Provider Claim, and refund you any unused but pre-paid Fees.
  3. Limitations. We will have no liability or obligation under this subsection (A) with respect to any Provider Claim arising (1) out of your use of the ArcHouse Products in breach of these Platform Terms, (2) out of the combination, operation, or use of the ArcHouse Products with other applications, portions of applications, products or services where the ArcHouse Products would not by themselves be infringing, or (3) arising from your use of the ArcHouse Products where there is no charge.
2. Indemnification by You. You will indemnify, defend, and hold harmless ArcHouse, its directors, officers, and employees, from and against any liabilities, expenses, or Costs arising from or related to any actual or alleged (i) breach by You or Your Users of these Platform Terms; (ii) any negligent act or omission or willful misconduct by You or Your Users; (iii) unauthorized use of ArcHouse products and access to the ArcHouse platform, including without limitation, any intellectual property or privacy claims; and (iv) any claim arising out of patient care or outcomes relating to Your User's use of the ArcHouse Products, regardless of the cause (together, the "ArcHouse Claims").
3. Conditions for Indemnification. As a condition of the indemnification obligations in this Section the: (i) indemnified party (“Indemnified Party”) must promptly notify the indemnifying party (“Indemnifying Party”) of a respective Provider Claim or a ArcHouse Claim (individually and collectively referred to as a “Claim”); provided, however, that any failure to give such prompt notice will not relieve Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (ii) Indemnifying Party will have the sole and exclusive authority to defend or settle the Claim; and (iii) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with its obligations under this Section, at the Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section, Indemnifying Party will not settle any Claims that admit liability or fault on behalf of the Indemnified Party or create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
4. Exclusive Remedy. This Section 13 describes the Indemnifying Party’s only liability to, and the Indemnified Party’s exclusive remedy against, the other party for any third party claims.
Mutual Limitation of Liability.
1. Limitation on Indirect Liability. To the extent permitted by Applicable Law, neither party will be responsible or liable for (i) any indirect, punitive, incidental, special, consequential, or exemplary damages, (ii) personal injury or property damage; or (iii) lost revenues, profits, savings or goodwill, even if such damages are foreseeable, and whether or not the party had been advised of the possibility of such damages.
2. Additional ArcHouse Limitations. ArcHouse will not have any responsibility for any liability or damages to you or others materially caused or contributed to by (i) your use of the ArcHouse Products or access to the ArcHouse Platform or ArcHouse Interoperability Products that is inconsistent with the Documentation or ArcHouse Policies; (ii) any unauthorized access or use of the ArcHouse Products, the ArcHouse Platform, your information systems, arising from your failure to use or implement appropriate security controls; (iii) any errors, inaccuracies, omissions, or losses in or to any Account Data provided to us; (iv) third-party content provided by you, or (v) the defamatory, offensive or illegal conduct of others.
3. Liability Cap. Except for any indemnification obligations set forth in Section A(13)(a)(i)(A), under no circumstances will ArcHouse’ liability under these Platform Terms exceed the total amount of Fees paid by you to ArcHouse during the 12 month period immediately preceding the event that gave rise to a claim for damages. Notwithstanding the foregoing, in the event of a breach of the ArcHouse BAA by ArcHouse in which the sole responsibility for such breach rests with ArcHouse, ArcHouse’ liability for such breach shall not exceed an amount equal to 2 times the total amount of Fees paid by you to ArcHouse during the 12 month period immediately preceding the event that gave rise to the claim for damages.
Arbitration.
1. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS NOTICE OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, OR TO YOUR USE OF THIS SITE OR THE SYSTEMS OR INFORMATION TO WHICH IT GIVES ACCESS, SHALL BE DETERMINED BY ARBITRATION AT A LOCATION THAT IS AT THE SOLE DISCRETION OF ARCHOUSE BEFORE A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES OR ANY FORM ON INJUNCTIVE RELIEF AS NECESSARY FROM A COURT OF APPROPRIATE JURISDICTION.
Miscellaneous.
1. Notices. Both parties agree that emails may be used to satisfy notice, approval or consent requirements under these Platform Terms. We will send any notices to you under these Platform Terms to the email address you designate in your Provider Account. Notices to us under these Platform Terms must be sent to legal@archouse.health
2. Interpretation & Order of Precedence. Any ambiguities in these Platform Terms shall be interpreted so as to permit compliance with HIPAA and other Applicable Law. In the event of conflicting terms or provisions, the order of precedence of the controlling terms shall be as follows: (i) ArcHouse BAA, (ii) Order Form, (iii) Terms of Service, and (iv) ArcHouse Policies.
3. Entire Agreement. Except as provided in these Platform Terms (including any incorporated policies, addenda or additional terms) or any applicable Order Form, these Platform Terms supersede all prior and contemporaneous agreements proposals, statements, sales materials, presentations, or agreements, whether oral or written. The Parties agree that Section 7 (Confidentiality) hereby supersedes and prevails over all prior, contemporaneous, and future non-disclosure or confidentiality agreements between the Parties in their entirety. No oral or written information or advice given by us, or our agents, or our employees will create a warranty or in any way increase the scope of the warranties or obligations under these Platform Terms. Any purchase order terms or terms included your vendor registration form or registration portal are void and will be non-binding against us even if accepted or signed by us after the date you accept these Terms.
4. Waiver & Severability. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Platform Terms. If any part of these Platform Terms is deemed invalid, illegal, or unenforceable, the rest of the Platform Terms will remain in effect.
5. Governing Law & Venue. These Platform Terms are governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law rules. Any legal action, suit or proceeding arising from these Platform Terms will be brought in state or federal court in New Castle County, Delaware.
6. Assignability. Neither party will assign, delegate, or otherwise transfer an Order Form(s) (and therefore these Platform Terms), in whole or in part, without the other party’s prior written consent, except that either party may assign an Order Form in the event of a merger or sale of all or substantially all of the party’s assets.
7. Relationship & Third-Party Beneficiaries. These Platform Terms do not create any agency, partnership or joint venture between the Parties, nor do they confer any rights, benefits, obligations or liabilities on any third party unless they expressly state that they do. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.
8. Force Majeure. No failure, delay or default in performance of any obligation of a party will constitute an event of default or breach of these Platform Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of government, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster. The party affected by such cause will take all reasonable actions to minimize the consequences of such cause.
9. Record Retention & Access. ArcHouse will retain any business records or data that we collect, maintain or create under these Platform Terms for the periods required by Applicable Law. If required for purposes of 42 CFR § 420.300, or any other Applicable Law, upon written request we will make any necessary books, records and documents available to the U.S. Department of Health and Human Services Comptroller General or other governmental authority for purposes of verifying the nature and extent of any costs incurred by you for services we provide to you under these Platform Terms for which payment may be or have been made under Medicare, Medicaid or other applicable federal or state reimbursement programs. Our responsibility to provide access to you under this Section will continue for a period of seven (7) years, or the duration required by Applicable Law, from the date of termination of these Platform Terms.
10. Survival. The following Sections shall survive termination: 7 (Confidentiality), 8 (Intellectual Property), 9 (Payment Terms), 10(e) (Effect of Termination), 12 (Disclaimers), 13 (Mutual Indemnification), 14 (Mutual Limitation of Liability), 15 (Arbitration) and 16 (Miscellaneous).

B. THIRD PARTY PRODUCT TERMS

Applicability. The ArcHouse Products incorporates third party products, some of which have additional terms and conditions that you must adhere to (set forth below). When there is a conflict between the Platform Terms and specific Third Party Product Terms, the Third Party Product Terms will apply.
Metriport Terms

C. ADDITIONAL TERMS

ArcHouse HIPAA Business Associate Addendum

ArcHouse Policies:

D. DEFINITIONS

“Account Data” means personal information identifying and pertaining to a Provider or a Provider Account, including data about Your Users, your use or configuration of the ArcHouse Products, or any data which we collect or create as we manage and administer the ArcHouse Products and provide support to you.

“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity.

“Applicable Law” means any applicable state or federal law then in effect.

“APIs” means application programming interfaces included in the ArcHouse Products that enable you to access certain features or functionality of or Patient Data stored or available through the ArcHouse Platform.

“ArcHouse BAA” means the ArcHouse Business Associate Addendum executed by ArcHouse and Provider.

“ArcHouse IP” has the meaning set forth in Section A(8)(a).

“ArcHouse Platform” means the infrastructure, Patient Data (subject to restrictions set forth herein), technical services, web-applications, applications, websites tools, and systems created, maintained and used by ArcHouse to make available the ArcHouse Products.

“ArcHouse Policies” means the policies listed in Section C(2) and which are available at the ArcHouse website policy page.

“ArcHouse Interoperability Products” means ArcHouse Products, including but not limited to “QuickAdmit” and “Enrich”, that facilitate seamless interoperability through Health Information Exchanges (HIEs), allowing Providers to access and share Patient Data for “Treatment Activities” as defined in 45 CFR 164.501.

“ArcHouse Products” means the set of APIs, SDKs, tools, plugins, code, technology, content, services, data integrations and connections, infrastructure and technical services that ArcHouse makes available to Providers for developing functionality, performing functions, and processing data through the ArcHouse Platform.

“Provider” means a legal entity (other than a sole proprietor) that is organized under the laws of and located in the United States which is a Covered Entity that ArcHouse approves to use the ArcHouse Products following the Verification Process described in Section 2(b). To qualify as a "Provider," the entity must be a healthcare provider with a valid National Provider Identifier (NPI) number and meet any other applicable regulatory requirements to provide healthcare services.

“Provider Account” means the account that we assign to you following the Verification Process and which controls use and access to ArcHouse Products for Your Users.

“Your Users” (“Users” or “Your Authorized Users”) means a user associated with a Provider Account who logs into or uses the ArcHouse Products.

“Business Associate” means an organization that meets the definition at 45 CFR 160.103 and which is either a Business Associate of a Covered Entity, or a Sub-Business Associate to a Business Associate serving a Covered Entity under HIPAA.

“Confidential Information” means information that one party discloses to the other party under these Platform Terms which is marked confidential or would reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. It does not include information that is independently developed by the receiving party, is rightfully given to the receiving party by a third party without confidentiality obligations, or becomes public through no fault of the receiving party.

“Costs” means claims, liabilities, costs, damages, and expenses, including reasonable attorneys’ fees.

“Covered Entity” is an organization which meets the definition of Covered Entity under the HIPAA Privacy Rule.

“Cures Rules” means the CMS Interoperability & Patient Access final rule (CMS-9115-F), as may be amended from time to time, the ONC Cures Rules, and the 21st Century Cures Act.

“Designated Record Set” has the meaning set forth in the HIPAA Privacy Rule, as described in ArcHouse’s Privacy Policy.

"Documentation" means the information, content and materials available on the ArcHouse documentation portal, training materials, user manuals, help files, technical manuals, and any other materials provided by ArcHouse relating to the use and operation of the ArcHouse Products.

“Feedback” is any feedback, suggestions, recommendations, or feature or functionality requests you provide to ArcHouse related to the ArcHouse Products.

“Health Information Exchanges (HIEs)” means organized systems like Carequality and CommonWell that allow the electronic sharing of health-related information among different healthcare organizations according to nationally recognized standards. HIEs facilitate access to and retrieval of clinical data to provide safer, more timely, efficient, effective, equitable, and patient-centered care.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, the HIPAA Privacy Rule and HIPAA Security Rule, as amended.

“HIPAA Privacy Rule” means the regulations at 45 CFR 160 and Subparts A and E of 45 CFR 164 implementing HIPAA and still in effect, as amended or updated.

“HIPAA Security Rule” means the regulations at 45 CFR 160 and Subparts A and C of 45 CFR 164 implementing HIPAA and still in effect, as amended or updated.

“Indemnified Party” has the meaning set forth in Section A(13)(c)

“Indemnifying Party” has the meaning set forth in Section A(13)(c)

“Initial Term” has the meaning set forth in Section A(10)

“Minimum Necessary Standard” is the standard described in 45 CFR 164.502(b) and 164.514(d).

“ONC Cures Rules” means the final rules implementing the Cures Act issued by the U.S. Department of Health & Human Services Office of the National Coordinator for Health Information Technology and still in effect, as amended or updated, with regard to interoperability and information blocking.

“Patient” means any patient for whom ArcHouse receives Protected Health Information.

“Patient Data” means Protected Health Information. Patient Data does not include any information on a Platform User related to their use of the ArcHouse Products but does include information on a Platform User to the extent related to their participation in or receipt of Authorized Activities in their individual capacity.

“Permitted Access Requirements” mean the criteria which you must satisfy in order to access or receive Patient Data through the ArcHouse Products as set forth in ArcHouse’ Privacy Policy.

“PHI” or “Protected Health Information” is individually identifiable health information as defined in the HIPAA Privacy Rule (45 CFR 160.103).

“SDK” means the tools, content and code provided by ArcHouse to help Platforms use the APIs and the ArcHouse Products.

“Specially Regulated Data” is Patient Data which is subject to certain additional or specific notice, consent or authorization requirements, or other limitations on disclosure as defined in Section A(6)(b)(4).

“System Data” means data that we generate, create, or derive from Patient Data, Account Data, or Transaction Data that does not include any actual Patient Data or Account Data.

“Term” has the meaning set forth in Section 10.

“Transaction Data” means data about transactions conducted by, with or for you through the ArcHouse Products, but does not include either Patient Data or Account Data.

“Verification Process” means our due diligence process to verify a Provider to use the ArcHouse Products, ArcHouse Platform, and the ArcHouse Interoperability Products.