Terms of Service Agreement for OverSightMD Inc.

Welcome to OverSightMD Inc., a healthcare technology and services company dedicated to helping healthcare providers improve patient care. By using our platform and services, you agree to the following terms and conditions.

1. Acceptance of Terms

These Terms of Service (the “Agreement”) set forth the legally binding terms between you (“User” or “you”) and OverSightMD Inc. (“OverSightMD,” “we,” “us,” or “our”) governing your use of our website, www.oversightmd.com (the “Site”), our patient care management platform, and any other products, services, or features made available through the Site (collectively, the “Services”). By accessing or using the Services, you agree to be bound by this Agreement and our Privacy Policy. If you do not agree to these terms, please do not use the Services.

2. Use of Services

The Services are intended for use by healthcare providers and healthcare organizations. By using the Services, you represent and warrant that you are a licensed healthcare provider or a healthcare organization duly authorized to provide healthcare services. You agree not to misuse the Services or use them for any illegal or unauthorized purpose.

3. User Accounts

To use certain features of the Services, you may be required to create a user account. You agree to provide accurate and complete information when creating your account, and to update your account information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. OverSightMD reserves the right to suspend or terminate your account if we believe that you have violated this Agreement or our policies.

4. Invoicing and Payment

OverSightMD will send invoices to you, and you agree to pay for all services provided for the prior month according to the invoice terms. Invoices are due within 10 calendar days of the presentation of the invoice. Any amounts not paid when due may be subject to a late payment charge, which is 3% of the total invoiced amount per month or the maximum permitted by law, whichever is less. If payment is not received within 60 days of the due date, it is considered a breach of contract and may result in the suspension or termination of the Services. You agree that if any amount remains unpaid after 60 days from the due date, and OverSightMD retains the services of a collection agency to recover all or part of amounts due under this Agreement, you will be responsible for any collection costs incurred, including but not limited to reasonable attorney’s fees and court costs. If you dispute any invoiced amount, you must notify OverSightMD within 30 days of the invoice date, or else you waive any objection to the invoiced amount.

5. Subscription Terms

This Agreement is a 12-month commitment and will automatically renew for an additional 1-year term if a 60-day notice is not received prior to the anniversary date. You may terminate this Agreement upon 60 days’ written notice to OverSightMD prior to the anniversary date. In the event of termination by either party, invoiced amounts are for Services provided during the prior months. You must pay any amounts owed up to and including the date of termination.

6. Intellectual Property

The Services contain proprietary information and content that is protected by intellectual property laws, including without limitation, copyrights, trademarks, trade secrets, and patents. You agree not to reproduce, distribute, license, modify, or create derivative works of any part of the Services without the express written consent of OverSightMD.

7. Disclaimer of Warranties

The Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, warranties of title, non-infringement, merchantability, and fitness for a particular purpose. OverSightMD does not warrant that the Services will be uninterrupted, error-free, or free of viruses or other harmful components.

8. Limitation of Liability

In no event shall OverSightMD or its affiliates, officers, directors, employees, or agents be liable to you or any third party for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with your use of the Services, even if OverSightMD has been advised of the possibility of such damages. Some states or jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitation may not apply to you.

9. Indemnification

You agree to indemnify and hold OverSightMD and its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with your use of the Services or your violation of this Agreement.

10. Governing Law and Disputes

This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles of conflicts of law. Any dispute relating to this Agreement shall be resolved either through binding arbitration using the procedures of the American Arbitration Association or in a court of competent jurisdiction located in Santa Clara County, California. You and OverSightMD each agree to submit to the personal jurisdiction of such courts.

11. Modifications to Agreement

OverSightMD reserves the right to modify this Agreement at any time, in our sole discretion. Any such modification will be effective immediately upon posting on the Site. Your continued use of the Services after the posting of any modified terms will signify your agreement to the new terms.

12. Termination

You may terminate this Agreement at any time by discontinuing your use of the Services. OverSightMD may also terminate this Agreement at any time for any reason, with or without notice.

13. Entire Agreement

This Agreement represents the entire understanding between you and OverSightMD with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and OverSightMD with respect to such subject matter.

If you have any questions about this Agreement, please contact us at legal@oversightmd.com.