Terms of Service & Master SaaS Agreement

1. Acceptance of Terms

By provisioning an account, executing an Order Form, clicking “Accept”, or accessing the Smart HMS software, portals, APIs, or mobile apps, the contracting hospital, clinic, or healthcare entity (“Customer”, “Licensee”) agrees to be legally bound by these Terms of Service.

If you are registering on behalf of an institution, you warrant that you possess full legal authority to bind that healthcare facility to this Agreement.

2. Medical & Clinical Practice Disclaimer

2.1 Non-Diagnostic Software: Smart HMS is an administrative record-keeping and departmental communication software suite. It is not an automated medical device, medical diagnostic tool, or emergency life-support system.

2.2 Clinical Judgment: Any drug interaction alerts, dosage references, or ICD-10 code catalogs provided within the software are informational aids intended solely to support licensed clinicians. Clinicians must independently confirm all medical facts, contraindications, and dosages before administering medication or performing surgical procedures.

2.3 Sole Physician Liability: Under no circumstances shall Smart HMS or its licensors be liable for any patient misdiagnosis, surgical complication, adverse drug reaction, or clinical outcome arising from human medical judgment or reliance on unverified data.

3. SaaS Subscription & Authorized License

Subject to compliance with this Agreement and timely payment of subscription fees, Smart HMS grants Customer a non-exclusive, non-transferable, revocable license to access and use the platform across authorized hospital branches, clinics, and staff accounts.

Customer may not sublicense, sell, reverse engineer, decompile, or create derivative works of the software source code.

4. Customer Data Ownership & Integrity

Customer Owns All Data: Customer retains exclusive, complete intellectual property ownership over all clinical notes, patient files, billing transactions, staff records, and hospital assets entered into the platform (“Customer Data”).

Smart HMS holds only a limited license to host, cache, and transmit Customer Data strictly to the extent necessary to deliver the contracted services and comply with law.

5. Acceptable Use Policy

Customer agrees that it and its authorized personnel will not:

• Introduce viruses, trojans, ransomware, or malicious automated scrapers.
• Perform unauthorized penetration testing, vulnerability probes, or denial-of-service simulations without advance written consent.
• Transmit unlawful, defamatory, or non-consensual materials.
• Circumvent multi-tenant isolation or access records of another hospital facility.

6. Customer Security Obligations

Customer is responsible for maintaining administrative safeguards, including:

• Enforcing strong passwords and multi-factor authentication (MFA) across all staff accounts.
• Promptly terminating account access for departed or reassigned staff members.
• Restricting physical access to terminals displaying sensitive ePHI in public reception areas.
• Immediately reporting any suspected credential compromise or unauthorized access to security@smarthms.com.

7. Fees, Invoicing & Renewal

Subscription fees are billed in advance on an annual or monthly schedule as specified in your Order Form. Invoices are due within thirty (30) days of receipt. Unpaid balances beyond forty-five (45) days may result in account suspension following ten (10) days written notice.

All subscriptions renew automatically for successive terms equal in length to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration date.

8. Limitation of Liability

8.1 Cap on Monetary Damages: To the maximum extent permitted by law, the total aggregate liability of Smart HMS and its affiliates arising out of or related to this Agreement shall be strictly capped at the total amount actually paid by Customer under the applicable subscription in the twelve (12) months immediately preceding the event giving rise to liability.

8.2 Exclusion of Consequential Damages: In no event shall Smart HMS be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including loss of profits, goodwill, business interruption, or loss of business opportunity, even if advised of the possibility thereof.

9. Mutual Indemnification

Customer Indemnity: Customer shall defend and indemnify Smart HMS against any third-party claims, regulatory penalties, or lawsuits arising from: (a) medical malpractice or clinical negligence by Customer staff; (b) Customer’s failure to obtain required patient consents; or (c) Customer’s breach of data privacy laws.

Smart HMS Indemnity: Smart HMS shall defend Customer against any claim that the software infringes a valid third-party copyright or patent, provided Customer notifies Smart HMS promptly in writing and grants exclusive defence control.

10. Term & Termination

Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice.

Upon termination, Customer will be granted sixty (60) days of read-only access to download its complete clinical, financial, and patient archives, after which all databases are permanently erased.

11. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law principles. Any dispute or claim arising hereunder shall be resolved through confidential, binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA).