These Subscriber Terms of Service (this “Agreement”) are entered into by and between Neighborhood Technologies, LLC, a Washington limited liability company doing business as Quilted EHR (“Quilted EHR,” “we,” “us,” or “our”), and the individual or entity agreeing to these terms (“Customer,” “you,” or “your”). This Agreement is effective as of the earliest of: (a) the date Customer clicks a button or checkbox indicating acceptance of this Agreement; (b) the date Customer enters into an Order Form or online order referencing this Agreement; or (c) the date Customer first accesses or uses the Platform (the “Effective Date”). If you are accepting this Agreement on behalf of an organization, you represent that you have the authority to bind that organization, and “Customer” refers to that organization.
These Subscriber Terms, together with any Order Form and the Business Associate Agreement described in Section 5.4, are collectively the “Agreement.” If Quilted EHR later offers additional products or services, each may be governed by additional terms incorporating this Agreement.
Section 1. THE SERVICE
1.1 Provision of the Service. Quilted EHR will make the Platform and any Services purchased under an Order Form available to Customer and its Authorized Users during the applicable Subscription Term (as defined in Section 11). Quilted EHR may update the content, functionality, and user interface of the Platform from time to time in its reasonable discretion, provided that no update will materially reduce the core functionality Customer has purchased without prior notice.
1.2 Access Rights. Subject to this Agreement, Customer has a non-exclusive, non-sublicensable, non-transferable right to access and use the Platform during the applicable Subscription Term solely for Customer’s internal business purposes, subject to the license restrictions in Section 10.
1.3 Compliance; Data Protection Laws. Customer is responsible for use of the Platform by its Authorized Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data. Each party will comply with all applicable laws and regulations governing its performance under this Agreement, including HIPAA and other applicable state and federal data protection and health-privacy laws.
1.4 Data Security Safeguards. Quilted EHR will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with the safeguards required under the Business Associate Agreement described in Section 5.4 and applicable law.
1.5 De-Identified and Aggregated Data. Quilted EHR may create de-identified information from Customer Data in accordance with the HIPAA de-identification requirements, and may use and disclose de-identified and aggregated data for benchmarking, product improvement, and other lawful purposes. De-identified and aggregated data is not Confidential Information and is not Customer Data once it no longer identifies Customer, its patients, or any individual.
1.6 Administration of Customer’s Account. Customer retains administrative control over who is granted access to Customer Data hosted in the Platform. Customer may designate one or more Authorized Users as Administrators to manage its account, and Quilted EHR is entitled to rely on communications from an Administrator. Customer is responsible for all activity conducted through its accounts, including those of its Administrators and Authorized Users, and for maintaining the confidentiality of account credentials, including account passwords. Customer will notify Quilted EHR of any suspected unauthorized access in accordance with Section 1.7.
1.7 Security Breach Notification. Customer will notify Quilted EHR in writing within forty-eight (48) hours of any actual or reasonably suspected security breach or unauthorized access to, or use of, Customer Data or the Platform. In the event of any such breach or unauthorized use, Customer will cooperate with and assist Quilted EHR, as reasonably requested, to investigate and mitigate the breach.
1.8 Suspension. Quilted EHR may request that Customer suspend the account of any Authorized User who violates this Agreement or whose use of the Platform Quilted EHR reasonably believes poses a security risk or a risk of harm to others. If Customer fails to promptly suspend or terminate such access, Quilted EHR may do so directly. Quilted EHR may also temporarily suspend Customer’s, an Administrator’s, or an Authorized User’s access to the Platform if Quilted EHR reasonably believes Customer is engaged in activity prohibited under this Agreement, if necessary to meet Quilted EHR’s legal or contractual obligations, or if Customer has failed to pay Fees when due, subject to the notice and cure rights in Section 4.3 where applicable.
1.9 Healthcare Regulatory Standing. Customer represents and warrants on an ongoing basis that it is not, and no Authorized User is, excluded, sanctioned, or debarred from participation in Medicare, Medicaid, or any other federal or state healthcare program, and that Customer holds all licenses, registrations, certifications, and accreditations required by the state(s) in which it practices to provide midwifery or other clinical services.
1.10 Trial Subscriptions. Customer may access a version of the Platform on a trial basis (a “Trial”), subject to this Agreement and the following additional terms: (a) Quilted EHR may terminate a Trial at any time and for any reason; (b) the Platform is provided “as is” during a Trial, with no warranties of any kind; and (c) Quilted EHR has no obligation to indemnify Customer for use during a Trial.
1.11 Future Features. Customer agrees that purchases under this Agreement are not contingent on the delivery of any future feature or functionality, or on any oral or written comments by Quilted EHR regarding future features. Quilted EHR may release improvements and new features at its discretion, and some features may be available only with certain subscription tiers.
Section 2. WARRANTIES
2.1 By Quilted EHR. Quilted EHR warrants that, during the applicable Subscription Term, the Platform will perform materially in accordance with the applicable Product Documentation, and that Quilted EHR will perform all services in a professional manner consistent with applicable industry, quality, and regulatory standards.
2.2 By Customer. Customer warrants that (a) this Agreement is legally binding on and enforceable against it; (b) it has obtained all consents and authorizations required from Authorized Users and patients for the submission and processing of personal and health information through the Platform; and (c) the transfer and processing of Customer Data under this Agreement is lawful.
2.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. QUILTED EHR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
Section 3. FEES AND PAYMENT
3.1 Fees. Customer will pay the fees set forth in the applicable Order Form (“Fees”). Fees are based on Customer’s subscription tier and number of active users or usage, as applicable, and are billed on a recurring monthly basis unless the Order Form states otherwise.
3.2 Automatic Charges. Customer may provide Quilted EHR with a valid credit card or other payment method on file, and authorizes Quilted EHR to charge that method each billing period. Where Quilted EHR invoices Customer directly, payment is due within thirty (30) days of the invoice date unless otherwise stated. Fees paid are non-refundable except as expressly provided in this Agreement.
3.3 Late Payments. Amounts more than thirty (30) days past due may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), and amounts more than sixty (60) days past due may result in suspension under Section 1.8.
3.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes other than taxes based on Quilted EHR’s net income.
3.5 Fee Changes. Quilted EHR may revise its fees or billing structure from time to time upon at least thirty (30) days’ written notice in accordance with Section 9.3. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees.
Section 4. TERM AND TERMINATION
4.1 Term. This Agreement commences on the Effective Date and continues until all subscriptions granted under it have expired or been terminated in accordance with this Section 4.
4.2 Termination Without Cause. Customer may terminate this Agreement at any time by providing notice in accordance with Section 9.3. Quilted EHR may terminate this Agreement without cause upon at least sixty (60) days’ prior written notice to Customer.
4.3 Termination for Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice, except that a breach of the license restrictions in Section 10.4 or of Section 1.7 (Security Breach Notification) entitles the non-breaching party to terminate immediately on notice.
4.4 Immediate Termination — Healthcare Standing. In addition to Section 4.3, Quilted EHR may immediately terminate this Agreement, and deactivate Customer’s account, upon written notice if: (a) Customer or any Authorized User is excluded, sanctioned, or debarred from Medicare, Medicaid, or any other federal or state healthcare program; (b) Customer loses, or has revoked or suspended, any license, registration, certification, or accreditation required to provide midwifery services in the state(s) where it practices; or (c) Quilted EHR reasonably believes Customer has engaged in unethical, dishonest, or illegal conduct, or in fraudulent or misleading documentation or billing practices affecting Medicare, Medicaid, other third-party payors, or patients.
4.5 Insolvency. Either party may terminate this Agreement if the other party becomes subject to insolvency, receivership, or similar proceedings that are not dismissed within sixty (60) days.
4.6 Effect of Termination; Data Export. Upon expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Customer immediately cease, and Quilted EHR may deactivate Customer’s account; (b) Customer must export its Customer Data before the effective date of termination; if self-service export is unavailable, Quilted EHR will provide reasonable transition assistance to help Customer obtain copies of its records consistent with applicable recordkeeping requirements; (c) after the transition period, Quilted EHR will delete Customer Data in the ordinary course, except to the extent it is required to retain Customer Data under the Business Associate Agreement or applicable law, or as retained in routine backups until deleted in the ordinary course; and (d) any amounts owed to Quilted EHR become immediately due and payable. No termination relieves Customer of fees accrued before the termination date.
4.7 Survival. Sections 1.3–1.4 and 1.7, 2, 3.1–3.4, 4, 5, 6, 7, 8, 9, and 10.4 survive expiration or termination of this Agreement.
Section 5. CONFIDENTIALITY
5.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that should reasonably be understood to be confidential given its nature, including the Platform, pricing, Customer Data, business plans, security practices, and technical documentation. Confidential Information excludes information that (a) is or becomes public without breach of this Agreement; (b) was already known to the Receiving Party; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is lawfully received from a third party without a duty of confidentiality.
5.2 Protection of Confidential Information. The Receiving Party will use the same degree of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care, and will disclose Confidential Information only to employees, Affiliates, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as this Section 5. Either party may disclose the terms of this Agreement, under a written non-disclosure obligation at least as protective as this Section 5, to a potential acquirer, investor, or transaction counterparty in connection with a bona fide fundraising, acquisition, or similar transaction.
5.3 Data Protection Laws. Each party will comply with applicable data protection, security, and health-privacy laws and regulations, including HIPAA, applicable to its use, disclosure, and safeguarding of Customer Data.
5.4 Business Associate Agreement; Data Protection Standards. The parties’ respective data-protection obligations under this Section 5.4 depend on Customer’s status under HIPAA, as follows:
(a) Covered Entities — If Customer is a “covered entity” as defined by HIPAA (45 C.F.R. § 160.103), Quilted EHR acts as Customer’s “business associate” (as so defined) in performing its obligations under this Agreement, and Quilted and Customer agree to the Business Associate Agreement made available here, which is incorporated into this Agreement by reference (the “BAA”). To the extent any provision of this Agreement conflicts with the BAA, the BAA controls with respect to the use, disclosure, and protection of protected health information.
(b) Non-Covered Entities — If Customer is not a covered entity as defined by HIPAA (45 C.F.R. § 160.103), Quilted EHR is not acting as Customer’s “business associate,” HIPAA does not apply to the parties’ relationship, and the BAA does not apply. In that case, Quilted EHR nonetheless agrees to maintain reasonable administrative, technical, and organizational safeguards designed to protect the privacy, security, and confidentiality of Customer Data, consistent with Section 1.4, and to otherwise handle Customer Data in a manner consistent with applicable data protection laws.
5.5 Exceptions; Compelled Disclosure. The restrictions in this Section 5 do not apply to information the Receiving Party is legally compelled to disclose in a civil or regulatory proceeding, provided the Receiving Party gives the Disclosing Party reasonable prior notice (where legally permitted) to seek protective measures, and discloses only the portion legally required.
5.6 Equitable Relief. The parties acknowledge that a breach of this Section 5 may cause harm for which monetary damages are an inadequate remedy, and that the non-breaching party is entitled to seek injunctive relief, without the requirement of posting a bond, in addition to any other available remedy.
5.7 Survival. This Section 5 survives expiration or termination of this Agreement.
Section 6. INTELLECTUAL PROPERTY RIGHTS
6.1 By Customer. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Quilted EHR and its authorized service providers a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to (a) provide and improve the Platform and Services, (b) address technical or security issues, (c) investigate suspected violations of this Agreement, and (d) as otherwise directed or permitted by Customer.
6.2 By Quilted EHR. As between the parties, Quilted EHR owns all right, title, and interest in the Platform, including all improvements, enhancements, and modifications, regardless of who develops them, and all related intellectual property rights. Customer’s use of the Platform is a limited license only, not a transfer of ownership, and Customer assigns to Quilted EHR any right, title, or interest it may inadvertently acquire in the Platform or its improvements, and waives any moral rights therein to the extent permitted by law.
6.3 Feedback. If Customer or an Authorized User provides feedback or suggestions regarding the Platform (“Feedback”), Quilted EHR may use, disclose, and incorporate that Feedback without restriction or obligation to Customer, provided Quilted EHR will not identify Customer or any Authorized User as the source of the Feedback.
Section 7. INDEMNIFICATION
7.1 By Quilted EHR. Quilted EHR will defend Customer against third-party claims alleging that Customer’s authorized use of the Platform infringes or misappropriates a third party’s copyright, trade secret, U.S. patent, or trademark, and will indemnify Customer for damages, reasonable attorneys’ fees, and costs finally awarded as a result, or paid in a Quilted-EHR-approved settlement, of such a claim. Quilted EHR has no obligation under this Section 7.1 to the extent a claim arises from (a) Customer’s use of the Platform other than as permitted under this Agreement, or (b) modification of the Platform or use in combination with products or data not furnished by Quilted EHR.
7.2 Potential Infringement. If the Platform becomes, or Quilted EHR reasonably believes it is likely to become, subject to an infringement claim, Quilted EHR may, at its option: (a) obtain the right for Customer to continue using the Platform; (b) provide a non-infringing functional equivalent; or (c) modify the Platform to make it non-infringing. If none of these options is commercially reasonable, Quilted EHR may terminate the affected subscription and refund prepaid, unused fees for the remaining term. This Section 7.2 states Quilted EHR’s sole liability and Customer’s exclusive remedy for infringement claims.
7.3 By Customer. Customer will defend Quilted EHR against third-party claims arising from Customer Data, Customer’s or an Authorized User’s unauthorized use of the Platform, or Customer’s breach of Section 1.9, and will indemnify Quilted EHR for damages, reasonable attorneys’ fees, and costs finally awarded as a result, or paid in a Customer-approved settlement, of such a claim.
7.4 Process. The party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate in its defense; the indemnifying party controls the defense, and any settlement admitting liability or requiring payment by the indemnified party requires that party’s prior written consent, not to be unreasonably withheld.
Section 8. LIABILITY
8.1 Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 8.2, AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
8.2 Enhanced Cap for Confidentiality and BAA Breaches. NOTWITHSTANDING SECTION 8.1, EACH PARTY’S LIABILITY ARISING OUT OF A BREACH OF SECTION 5 (CONFIDENTIALITY) OR THE BAA WILL NOT EXCEED ONE MILLION DOLLARS ($1,000,000), EXCEPT THAT THIS CAP DOES NOT APPLY TO A BREACH RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
8.3 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR REVENUE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8.4 Risk Allocation. The limitations in this Section 8 reflect an informed allocation of risk between the parties, and the parties have relied on these limitations in agreeing to enter into this Agreement.
Section 9. MISCELLANEOUS
9.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Washington, without regard to its conflict-of-laws principles, and the parties consent to the personal jurisdiction and venue of the state or federal courts located in King County, Washington, except as provided in Section 9.2.
9.2 Dispute Resolution; Arbitration. The parties will use good-faith efforts to resolve disputes informally before initiating arbitration or litigation. Except as provided below, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in King County, Washington, conducted in English. The parties will arbitrate only in their individual capacities and not as a class action or other representative proceeding, and each party waives any right to participate in a class action. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court rather than arbitration, and the remainder of this Section 9.2 will remain in effect. Customer may opt out of this arbitration and class-action-waiver requirement by sending written notice to Quilted EHR within thirty (30) days of the Effective Date; if Customer opts out, Quilted EHR is likewise not bound to arbitrate. Notwithstanding the foregoing, either party may seek injunctive relief under Section 5.6, and disputes concerning intellectual property rights or unauthorized use of the Platform are not subject to arbitration. The prevailing party in any arbitration or court proceeding to enforce this Agreement is entitled to recover its reasonable costs and attorneys’ fees.
9.3 Notices. Quilted EHR may give general notices applicable to all customers by email, in-app notification, or posting on its website. Other notices must be sent by email, first-class mail, or overnight courier to the addresses on file, and are deemed given when received. Notices to Quilted EHR must be sent to support@quiltedehr.com with a copy to Neighborhood Technologies, LLC, 522 Riverside Avenue #8437, Spokane WA 99201, Attn: Legal.
9.4 Publicity. Quilted EHR may include Customer’s name and logo in its customer list and marketing materials, unless Customer opts out by written notice.
9.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries, including any patient or Authorized User.
9.6 Force Majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, internet or utility failures, and governmental action.
9.7 Severability; No Waiver. If any provision of this Agreement is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remainder of this Agreement will remain in effect. No failure to enforce any provision waives that provision.
9.8 Assignment. Quilted EHR may assign, novate, or otherwise transfer this Agreement, in whole or in part, at any time, to any person or entity, without Customer’s consent and without notice to Customer, including in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets. Customer may assign this Agreement, in whole or in part, without Quilted EHR’s consent, provided that Customer gives Quilted EHR prior written notice of the assignment in accordance with Section 9.3. Any assignment by Customer made without the notice required by this Section 9.8 is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
9.9 Modifications. Quilted EHR may revise this Agreement from time to time by posting the revised version on its website. If Quilted EHR determines the modifications are material, it will provide the Customer at least thirty (30) days’ notice under Section 9.3. If Customer objects in writing to a material modification within that notice period, Customer may terminate this Agreement, effective at the end of Customer’s then-current billing period, without further liability for the objected-to change. Continued use of the Platform after the effective date of a modification, absent a timely objection, constitutes acceptance of the revised Agreement.
9.10 Entire Agreement. This Agreement, including any Order Form and the BAA, is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements. In a conflict between this Agreement and the BAA, the BAA controls as described in Section 5.4.
9.11 Acceptance. This Agreement applies to Customer if Customer (a) clicks a button indicating acceptance, (b) enters a Trial, or (c) enters into an Order Form referencing this Agreement. No terms in a Customer purchase order, procurement portal, or similar document will be incorporated into or modify this Agreement.
9.12 External Links. The Platform may contain links to third-party websites. Quilted EHR does not control and is not responsible for the content of any linked third-party website, and use of such websites is at Customer’s own risk.
Section 10. LICENSE GRANT, SERVICES AND RESTRICTIONS
10.1 License Grant. Subject to the Agreement, Quilted EHR grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Quilted EHR electronic health record platform (the “Platform”). Customer may authorize Administrators to create and manage Authorized User accounts.
10.2 Support Services. Quilted EHR will provide technical and support services during standard business hours, with after-hours emergency support available 24 hours a day, 7 days a week.
10.3 Platform Availability. Quilted EHR will use commercially reasonable efforts to make the Platform available 24/7, excluding scheduled maintenance, unscheduled maintenance reasonably required for security or performance, and events beyond Quilted EHR’s reasonable control.
10.4 Restrictions. Customer will not, and will not permit any person to, unless expressly permitted by the Agreement: (a) sell, lease, sublicense, or otherwise transfer access to the Platform; (b) copy, reverse-engineer, decompile, or create derivative works of the Platform; (c) remove or alter proprietary notices on the Platform; (d) introduce viruses, malware, or other harmful code into the Platform; (e) use the Platform in a manner that exceeds reasonable request volume or constitutes abusive usage, or that is inconsistent with the Product Documentation; (f) use the Platform for competitive analysis or to disseminate performance or benchmarking information about it; (g) use the Platform in violation of any law or third-party right; (h) use the Platform to develop a competing product; or (i) access the Platform using a bot or other automated means not authorized by Quilted EHR.
Section 11. DEFINITIONS
(a) “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
(b) “Authorized User” means an individual authorized by Customer to access the Platform under Customer’s account, including Customer’s employees, contractors, and agents.
(c) “Customer Data” means information submitted by Customer or an Authorized User through the Platform, including patient records and other clinical data.
(d) “Order Form” means an online order or ordering document specifying the Platform, Services, and Fees purchased.
(e) “Platform” means Quilted EHR’s electronic health record software-as-a-service platform, as further described in Section 10.
(f) “Product Documentation” means Quilted EHR’s then-current user guides made available within the Platform.
(g) “Subscription Term” means the period during which Customer’s Authorized Users are permitted to access the Platform, as specified in the applicable Order Form, and any renewal period thereof.
(h) “Administrator” means an Authorized User designated by Customer to create and manage other Authorized User accounts and otherwise administer Customer’s account.
(i) “Services” means the Platform and any related professional, support, or other services Quilted EHR makes available to Customer under this Agreement.