PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SERVICE. BY ACCESSING, USING, OR SUBSCRIBING TO THE SERVICES DESCRIBED BELOW, OR BY CLICKING A BOX INDICATING ACCEPTANCE, OR EXECUTING AN ORDER FORM OR SUBSCRIPTION AGREEMENT THAT REFERENCES THESE TERMS OF SERVICE, YOU (THE “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT SUBSCRIBE TO, ACCESS, OR USE THE SERVICE.

 

1) MAXIMUS SOFTWARE SERVICES

 

These Terms of Service govern the Customer’s access to and use of Maximus’s services, as outlined in the applicable order form or subscription agreement entered into by the parties. Collectively, these Terms of Service and the relevant order form or subscription agreement constitute the “Customer Agreement.” The Customer may purchase services across Maximus’s solution offerings, which are collectively referred to herein as the “Service.”

 

Policies: The Customer acknowledges that the use of the Service is also governed by Maximus’s Privacy Policy, Pricing Policy, Business Associate Agreement, Support Policy, and Security Notice, each of which may be modified from time to time.

 

2) RESPONSIBILITIES

 

Maximus’s Support Responsibilities

 

Support: Maximus will provide customer support for the Service, as detailed in the Support Policy.

 

Customer Responsibilities

 

Access by Employees and Contractors: The Customer may provide access to the Service solely to its employees and contractors, and only for the purpose of using the Service for the benefit of the Customer, in accordance with these Terms of Service. The Customer is responsible for ensuring that its employees and contractors comply with these Terms of Service.

 

Restrictions: The Customer may not:

 

• Sell, resell, rent, or lease the Service, or use the Service beyond its internal operations;
• Use the Service to store or transmit unsolicited marketing emails, or any infringing, defamatory, or otherwise unlawful or tortious material, or to store or transmit materials that violate third-party rights (including, without limitation, privacy rights);
• Interfere with or disrupt the integrity or performance of the Service;
• Attempt to gain unauthorized access to the Service or any related systems or networks;
• Modify, copy, or create derivative works based on the Service or any of its parts, features, functions, or user interfaces;
• Disassemble, reverse engineer, or decompile the Service, or remove or modify any proprietary markings or restrictive legends on the Service, except as permitted by applicable law;
• Use the Service in violation of any applicable laws; or
• Access the Service to build a competitive service or offering.

Customer Information

 

Ownership of Customer Information: All data, information, images, documentation, and files entered or uploaded by the Customer into the Service (collectively referred to as “Customer Information”) remain the property of the Customer, subject to the provisions of these Terms of Service.

 

License to Use Customer Information: The Customer grants Maximus a non-exclusive, royalty-free license to modify, store, transmit, and otherwise use the Customer Information solely for the purpose of Maximus fulfilling its obligations under these Terms of Service.

 

Responsibility for Customer Information: The Customer is solely responsible for the accuracy, integrity, and legality of the Customer Information. The Customer is required to use commercially reasonable efforts to prevent unauthorized access to the Service and must promptly notify Maximus of any known unauthorized access. The Customer may only use the Service in accordance with its intended purposes and applicable laws.

 

Accuracy of Customer Information: The Customer represents and warrants that all Customer Information and any other materials provided by the Customer or on its behalf under the Customer’s account are true, accurate, and complete. In the event that the Customer discovers that any Customer Information provided to Maximus is incorrect or inaccurate, the Customer must immediately inform Maximus in writing and by phone, and provide corrected information. Maximus relies on the Customer’s representations regarding the accuracy and compliance with applicable laws of the Customer Information. MAXIMUS IS NOT LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE CUSTOMER’S FAILURE TO COMPLY WITH THIS REQUIREMENT, REGARDLESS OF ANY ACTION OR INACTION ON THE PART OF MAXIMUS.

 

Maximus Service Offering – Additional Terms

Electronic Prescriptions for Controlled Substances (EPCS)

For Customers utilizing the Services for Electronic Prescriptions for Controlled Substances (EPCS), the following terms apply:

 

Tokens

Each Electronic Prescription account is assigned to a specific provider (“Prescribing Provider”) who is authorized by the Customer.

 

• A complimentary Identity-Proof Hard Token (“Hard Token”) and a confirmation letter will be provided to each Prescribing Provider.
• If a Hard Token is lost, damaged, or becomes inoperable, an additional fee will be charged for its replacement or for a new confirmation letter.
• Should the Prescribing Provider choose to use a Soft Token (“Soft Token”) from a third-party provider, it must be downloaded and stored on a device separate from the one used to access the EPCS feature and transmit prescriptions.
• Hard Tokens and Soft Tokens are collectively referred to as “Tokens.”

Customer Responsibilities

The Customer and each Prescribing Provider agree to the following responsibilities:

 

• Each Prescribing Provider will retain sole possession of the Hard Token and will not share their login passphrase with any other individual.
• Prescribing Providers may not allow any other individual to use the Token or enter the login passphrase to sign controlled substance prescriptions.
• Failure to properly secure the Token, login passphrase, or any biometric information may result in the suspension or revocation of the EPCS account.
• The Customer must notify Maximus within one (1) business day if:
  • A pharmacy contacts the Customer or a Prescribing Provider regarding one or more controlled substance prescriptions displaying an incorrect United States Drug Enforcement Administration (DEA) number;
  • The Customer or a Prescribing Provider discovers that a controlled substance prescription issued using a Prescribing Provider’s DEA number does not match the prescriptions actually signed or was not signed at all;
  • A Prescribing Provider’s Token has been lost or stolen, or the authentication protocol has been compromised in any way.
• The Prescribing Provider is responsible for all controlled substance prescriptions issued using their two-factor authentication credentials.
• Prescribing Providers have the same responsibilities when issuing electronic prescriptions for controlled substances as when issuing paper or oral prescriptions.
• Controlled substances must only be prescribed for legitimate medical purposes.
• Security logs must be reviewed daily for any security incidents, and any such incidents must be reported to the DEA. A copy of this report must also be provided to Maximus.
• Security incident reports must be retained for a period of two (2) years.

EPCS and Prescription Drug Monitoring Program (PDMP)

The Customer’s access to and use of EPCS with the PDMP add-on service is subject to and governed by the third-party terms found here: https://drfirst.com/epcs-pdmp-terms-of-use/.

 

Electronic Prescriptions Excluding Prescriptions for Controlled Substances (Non-EPCS Electronic Prescriptions)

For Customers using the Service for Non-EPCS Electronic Prescriptions, the Customer and each Prescribing Provider agree to the following:

 

• Each Prescribing Provider will only issue prescriptions on their own behalf and will not share passwords or credentials with any other person for the purpose of prescribing.
• The same responsibilities apply as those for issuing paper or phone prescriptions.

Meaningful Use

Customers and providers intending to attest for Meaningful Use agree to adhere to the processes and procedures outlined in Maximus’s Meaningful Use training to ensure accurate tracking and reporting functionality.

 

Maximus Billing for Mac

The access and use of Maximus Billing by Customers using Mac devices is subject to and governed by the third-party terms available here: https://www.parallels.com/about/legal/eula/.

 

Provider Website, Practice Growth, and Engagement Software Offerings – Additional Terms

 

In connection with its Practice Growth and other patient engagement services, Maximus may design and develop a cloud-based provider website (“Provider Website”) and offer cloud-based tools and services such as an online booking tool, call tracking, reputation management, profile syndication and management, analytics dashboards, and general online local marketing services (collectively, the “Practice Growth and Engagement Software”).

 

The Service encompasses all necessary, appropriate, or customary methods to perform activities related to the Service, including but not limited to:

 

• Conducting analytics and other product improvement activities;
• Carrying out the Service and any related business functions;
• Fulfilling any benefits, rights, and obligations associated with the Service;
• Maintaining records relevant to the Service;
• Complying with legal or self-regulatory obligations pertaining to the Service.

Provider Website

The Provider Website will integrate components of the Practice Growth Software, including, but not limited to, Maximus’s online booking tool. The Customer may submit content for inclusion on the Provider Website at their discretion, but this is not required.

 

Content Rights

Customers may upload or submit content, files, and information to the Service for use on the Provider Website or with the Practice Growth and Engagement Software (“Content”). The Customer retains copyright and any proprietary rights in the Content submitted. However, all other aspects of the Provider Website, Practice Growth and Engagement Software, and any Maximus-provided content, apart from the Customer’s Content, remain the sole property of Maximus. Upon suspension, expiration, or termination of this agreement, the Customer will not retain any elements provided by Maximus.

The Customer is solely responsible for the content they provide or any custom tracking technologies used on a Provider Website and the consequences of posting or publishing such content or tracking technology.
The Customer grants Maximus a non-exclusive, irrevocable, perpetual, royalty-free license to display, store, distribute, share, modify, and otherwise use the Customer’s content for the purpose of delivering the Service under this agreement, including syndication to third-party publisher sites as necessary to provide the applicable Service.

 

Content Warranties

The Customer represents and warrants to Maximus that:

 

• Any content submitted to the Service does not violate any copyright, trade secret, privacy, or other third-party rights;
• No content submitted will be false, defamatory, harmful, or in violation of HIPAA Privacy Rules, or state or federal laws regarding patient privacy;
• All patient testimonials submitted are accurate, provided with the patient’s consent, and comply with the ethical guidelines of professional medical associations as well as state, local medical, and private practice regulations.

Practice Growth and Engagement Software

Where applicable, Maximus will provide access to the dashboard element of the Practice Growth Platform (“Dashboard”) to the Customer in accordance with these Terms of Service and Maximus’s prevailing rules and policies. The Dashboard allows the Customer to set up an account and password, as well as create user accounts (“Users”).

 

Domain Name Upon Termination

Upon termination or expiration of the Customer Agreement, the Customer will have the following rights concerning the Provider Website domain name:

 

• If the domain name was purchased and registered by Maximus, Maximus will take reasonable steps to assign its rights to the domain name to the Customer.
• If the domain name was provided by the Customer, the Customer will retain all rights to the domain name.

Reviews & Opinions

Maximus does not endorse, verify, or agree with any reviews, links, or user-generated content provided by users or Customers on the Service. Maximus reserves the right to refuse to publish any patient review submitted by the Customer.

The Service may attempt to send automated or human-generated alerts when reviews are posted on third-party websites, but Maximus does not guarantee the accuracy, completeness, or timeliness of these alerts.
By using Maximus’s Practice Growth reputation features, the Customer represents and warrants that they will not:

 

• Offer payments, incentives (e.g., discounts, gift cards, or contest entries), or any other form of compensation for the posting or removal of reviews about the Customer’s practice, nor prevent reviews;
• Edit reviews;
• Write reviews for the Customer’s own practice or the practices of competitors;
• Use automated means or scraping tools to collect Maximus data, content, or reviews from the Practice Growth website, unless expressly permitted by Maximus;
• Selectively display or withhold reviews based on their content, except under the limited circumstances outlined below.

The Customer may only withhold reviews or testimonials from public display on the Provider Website if such content includes:

 

• Personal and confidential information (e.g., phone numbers, addresses, health information);
• Offensive, derogatory, or vulgar content (e.g., obscene or inflammatory language);
• Threats or personal attacks;
• Discriminatory content or hate speech based on race, ethnicity, religion, disability, gender, sexual orientation, age, or veteran status;
• Misrepresentations, including fraudulent submissions or content that misrepresents the identity of the reviewer;
• Irrelevant content unrelated to the Customer’s practice;
• Advertisements or solicitations;
• Illegal content;
• References to ongoing legal matters or proceedings.

The Customer also agrees to remove any patient review or testimonial upon the original patient’s request.

 

Advertisements

Maximus reserves the right to place third-party advertisements or messages on free claimed listings web pages and on free versions of the Service. Such advertisements or messages may be visible to both the Customer and end users.

 

Maximus Telehealth Service Offering – Additional Terms

 

Telehealth Medical Services

Maximus Telehealth is designed to support the Customer’s provision of Telehealth Medical Services. These services refer to the delivery of medical care by the Customer to a patient who is physically located at a different site, utilizing advanced telecommunications technology that enables providers to remotely see and hear the patient in real time.

 

Customer’s Responsibilities

The Customer is solely responsible for:

 

• Providing all Telehealth Medical Services and managing all professional medical services related to their practice. For clarity, Telehealth Medical Services are conducted at the discretion of the Customer or their provider, based on their sole professional judgment.
• Documenting all Telehealth Medical Services within the Customer’s clinical records.
• Managing billing and collection for Telehealth Medical Services.
• Providing any required notifications or obtaining consent from third parties regarding the provision of Telehealth Medical Services through Maximus Telehealth.
• Ensuring that Maximus Telehealth is used in accordance with all applicable instructions, training materials, and any other relevant online resources provided by Maximus.
• Maintaining both the functionality and security of all information technology systems and related services necessary to connect to, access, or otherwise use Maximus Telehealth.
• Complying with all applicable laws, as well as the standards imposed by government healthcare programs, other payers, licensing agencies, and accreditation bodies concerning the provision of Telehealth Medical Services.

Maximus Payment Processing Service Offering – Additional Terms

 

If the Customer contracts for Payment Processing Services, these services will be governed by the Maximus Payment Processing Terms. In the event of a conflict between the Payment Processing Terms and any other terms in the Customer Agreement, the Payment Processing Terms will prevail with respect to Payment Processing Services.

 

Payment Terms

Payment

The Customer is required to pay all fees as specified on the order and for any related services incurred, as outlined on the Pricing Policy page.
Unless otherwise specified, invoiced charges are due upon receipt.
The Customer is responsible for providing complete and accurate billing and contact information to Maximus and for notifying Maximus of any changes to this information.

 

Credit Card and ACH Payments

The Customer must pay all fees (in U.S. dollars) by credit card or via ACH upon receipt of an invoice from Maximus.
If the credit card or ACH payment is invalid or otherwise not processed, the Customer is still obligated to remit payment upon receiving an invoice.
The Customer authorizes Maximus to charge the designated credit card or withdraw funds via ACH for all purchased services and any renewals.
A processing fee may apply to large individual credit card payments, as detailed in the Pricing Policy.

 

Taxes

Except for specific state sales taxes noted on Customer invoices, Maximus’s fees do not include any taxes, levies, or similar governmental assessments (“Taxes”).
Unless otherwise specified, the Customer is responsible for paying all Taxes associated with its purchases under the Customer Agreement.
Maximus is solely responsible for taxes based on its own income, property, and employees.

 

Suspension of Service for Non-Payment

Maximus reserves the right to suspend or terminate the Customer’s access to the Service if the Customer fails to make payments when due.
Prior to any suspension or termination, Maximus will make reasonable efforts to provide a minimum of five (5) days’ electronic notice of the payment default to the email address registered in the Customer’s account within the Service.
A reactivation fee, as detailed in the Maximus Pricing Policy, may apply to accounts suspended due to late payments exceeding fifteen (15) days past the due date.

 

Fee Changes

For Customers with month-to-month agreements, Maximus may adjust fees with sixty (60) days’ notice.
For all Customers, Maximus reserves the right to increase fees by no more than 4.9% at any time, no more frequently than once within a twelve (12) month period, with thirty (30) days’ notice.
Maximus may also increase fees to cover postage rate changes and other regulatory, compliance, or cost increases resulting from changes to federal or state rules. Such rate changes will be applied to all impacted services with thirty (30) days notice to the Customer.

 

Timing of Payment

 

Fees, as outlined in the order form or subscription agreement, are due as indicated. Maximus has the right to charge the Customer’s card or debit the Customer’s account via ACH in accordance with the agreement.
By providing payment information, the Customer agrees that Maximus is authorized, to the extent permitted by law, to immediately charge the payment method for all fees due and payable, with no additional notice or consent required unless mandated by applicable law.
The Customer agrees to promptly notify Maximus of any changes to payment information.
Failure to submit timely payments will result in the Service being paused or terminated, in addition to constituting a breach of the Customer’s contractual obligations.
Any amounts not paid when due may accrue interest at the rate of 1.5% per month (or the highest rate permitted by law).
The Customer agrees to cover all collection costs, including attorney’s fees, legal expenses, and other costs incurred by Maximus in enforcing its rights under the agreement.

 

REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

 

Availability

Maximus will use commercially reasonable efforts to maintain an uptime of 99%, excluding scheduled downtime, force majeure events, and issues arising from third-party services. For further details, refer to the Support Policy.

 

Mutual Representations and Warranties

Each party represents and warrants to the other that:

 

• The Customer Agreement has been duly executed and constitutes a valid, binding agreement enforceable against such party in accordance with its terms.
• No authorization or approval from any third party is required for the party’s entry into or performance of the Customer Agreement.
• The entry into and performance of the Customer Agreement does not and will not violate any applicable laws or the terms of any other agreement to which the party is bound.

Disclaimers

MAXIMUS DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY, AS WELL AS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
While Maximus implements reasonable physical, technical, and administrative safeguards to secure the Service, it does not guarantee that the Service will be immune to compromise. MAXIMUS DISCLAIMS ANY WARRANTY RELATED TO THE PERCENTAGE OF CLAIM COLLECTIONS FOR THE CUSTOMER.

If the Customer requests the addition of specific code or functionalities to their website or platform, Maximus is not responsible for ensuring such code or functionalities comply with all applicable laws and regulations relevant to the Customer’s business. The Customer acknowledges that they are solely responsible for ensuring that their website and service offerings, even if supported by Maximus, comply with all applicable legal requirements.

 

COMPLIANCE

 

No Medical Advice Provided by Maximus

Maximus does not offer medical advice, provide medical or diagnostic services, or prescribe medications.
The use of the Service does not substitute the professional judgment of healthcare providers in diagnosing or treating patients.

The Customer is solely responsible for:

 

• Verifying the accuracy of patient information, including obtaining all necessary medical and medication history, allergies, and patient consent to use the Service (including the Patient Portal).
• Making all decisions regarding the medical care, treatment, and well-being of its patients, including any actions or omissions in the treatment process.

The Customer assumes full responsibility for all risks associated with the clinical use of the Service in patient care. Neither Maximus nor its licensors assume any liability for damage or injury (including death) to the Customer, patient, other individuals, or tangible property resulting from the use of the Service.

 

Customer’s Compliance with Medical Retention Laws and Patient Records Access

The Customer is responsible for understanding and adhering to all state and federal laws related to the retention of medical records, patient access to information, and obtaining authorization to release patient data.
The Customer must obtain all necessary patient consent before using the Service (including the Patient Portal) and ensure that settings are appropriately configured to exclude certain information from being accessible through the Patient Portal, as required by law.

 

HIPAA Compliance

As part of the Service, Maximus may perform or assist in performing certain functions or activities on behalf of the Customer that involve the use or disclosure of Protected Health Information (PHI), as defined under 45 C.F.R. 164.501.
Both parties agree to use or disclose PHI only as required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Standards for Privacy of Individually Identifiable Health Information (Privacy Rule), and the Standards for Security of Electronic Protected Health Information (Security Rule), as well as the Health Information Technology for Economic and Clinical Health Act (HITECH Act) and all related regulations.

Capitalized terms used but not otherwise defined in the Customer Agreement will have the same meaning as given in HIPAA, the HITECH Act, or any applicable regulations, including the Privacy Rule and Security Rule.

By entering into the Customer Agreement, both parties agree to be bound by the terms of a Business Associate Agreement (BAA), which is incorporated by reference herein. The Customer, as the “Covered Entity” under the BAA, agrees that they have read and accepted the terms of the BAA.

 

CCPA Compliance

 

The term “CCPA” refers to the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199.95), including the CCPA Regulations (Cal. Code Regs. tit. 11, §§ 7000 to 7102) and any associated guidance or regulations issued by the California Attorney General. For purposes of this section, all terms defined within the CCPA, such as “personal information” and “business purposes,” retain their original meanings.

 

This section applies only when:

 

• Maximus’s provision of the Service is not exempt under California Civil Code sections 1798.145(c)(1)(A) and (c)(1)(B) related to medical information, Protected Health Information (PHI), healthcare providers, and covered entities.
• The Customer qualifies as a “business” under the CCPA.
• Maximus processes the personal information of California residents.

Maximus acts as a service provider under the CCPA. As such, Maximus will not collect, retain, use, disclose, or otherwise process Customer Personal Information for any purpose other than performing the Service, unless otherwise permitted by the CCPA. Maximus will limit its collection, use, retention, and disclosure of Customer Personal Information to actions reasonably necessary and proportionate to delivering the Service or fulfilling other legitimate operational needs.

Maximus will not collect, use, retain, disclose, sell, or make Customer Personal Information available for its own commercial purposes in a manner that does not comply with the CCPA. However, Maximus may create anonymized and/or aggregated data from its provision of the Service, which does not identify Customer, consumers, or households. This data may be used, publicized, or shared with third parties to enhance Maximus’s products and services for other lawful business purposes.

With Customer’s consent, Maximus may share Customer contact information with select partners it collaborates with.

Maximus must comply promptly with any Customer requests to provide, amend, transfer, or delete Customer Personal Information or to stop, mitigate, or remedy any unauthorized processing unless otherwise permitted by the CCPA.
Both Maximus and Customer agree that Maximus’s access to Customer Personal Information is not part of the compensation exchanged under the Customer Agreement.

 

Maximus certifies that it understands its obligations under this section and will comply accordingly. If required by law to disclose Customer Personal Information for purposes unrelated to the Service, Maximus will inform Customer of the legal requirement and provide an opportunity to object or challenge unless prohibited by law.

Maximus may engage subcontractors to provide or support the Service, but only if such subcontractors qualify as service providers under the CCPA. Maximus will not disclose any Customer Personal Information to subcontractors in a manner that constitutes a “sale” under the CCPA.

 

The Customer is solely responsible for:

 

• Determining if the CCPA applies.
• Providing all legally required privacy notices in compliance with the CCPA.
• Identifying and responding to verifiable consumer requests related to CCPA rights, including requests to access, delete, or opt out of the sale of personal information (CCPA Requests), and verifying the identity of consumers making such requests.

Maximus will assist the Customer with responding to CCPA Requests by providing reasonable assistance, which may include enabling self-service functionalities. Maximus will treat any CCPA Request submitted by the Customer as presumptively valid.

When requiring Maximus’s assistance with a CCPA Request, the Customer must:

 

• Notify Maximus within five (5) days of receiving the CCPA Request by emailing info@maximus.care.
• Provide the consumer’s email address or other information necessary to facilitate Maximus’s response.

The Customer remains solely responsible for responding to the CCPA Request, including the content and timing of the response, in accordance with the CCPA.

In response to a Customer-submitted CCPA Request for access to Customer Personal Information, Maximus will, within ten (10) business days, provide the Customer with a file containing the Customer Personal Information maintained by Maximus about the individual via secure transfer. Maximus may withhold information that the CCPA does not require to be disclosed.

For deletion requests, Maximus will delete Customer Personal Information within ten (10) business days unless otherwise required by law. If deletion is permissible, Maximus may anonymize or aggregate the data.

The Customer is prohibited from directing Maximus to share Customer Personal Information in a manner that constitutes a “sale” under the CCPA.

 

For this section, “Customer Personal Information” refers to any “personal information” as defined in the CCPA that Maximus processes in connection with providing the Service.

 

TCPA Compliance

This section pertains to the Telephone Consumer Protection Act of 1991 (TCPA), 47 U.S.C. §§ 227 et seq., including related regulations at 47 C.F.R. 64.1200 et seq., the Telemarketing Sales Rule (TSR) under the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101-6108, and the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act of 2003, 15 U.S.C §§ 7701-7713.

 

The Customer is responsible for ensuring full compliance with all laws governing messages sent or received using the Service, including the TCPA, TSR, and CAN-SPAM Act. The Customer must obtain any legally required consents from third parties (including patients or customers) for sending or receiving text messages or emails via the Service and must honor any opt-out requests.

 

The Customer bears sole liability for, and must indemnify, defend, and hold Maximus harmless from, any damages, liabilities, fees, fines, and costs (including legal fees) resulting from claims, demands, or legal actions arising from the Customer’s non-compliance with this section.

 

Anti-Discrimination Policy

Maximus is committed to fostering an environment where all individuals are equally valued and where discrimination is actively addressed. Maximus has adopted an anti-discrimination policy that extends to its Customers.

Maximus will not tolerate any form of blatant discrimination or verbal aggression towards its employees or on public platforms, including discrimination based on race, creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender identity or expression, age, sexual orientation, or military/veteran status.

 

The Customer understands that violating this policy constitutes a Material Breach of the Customer Agreement, as outlined in Section 8 (TERM, TERMINATION, AND RETURN OF DATA).

 

Definition of Confidential Information

“Confidential Information” refers to all non-public information disclosed by one party (the “Discloser”) to the other party (the “Recipient”), whether communicated orally, visually, or in writing, that is either explicitly designated as confidential or which, by its nature and the context of disclosure, ought reasonably to be considered confidential.
Maximus’s Confidential Information includes, but is not limited to, any non-public aspects of the Service. Likewise, Customer’s Confidential Information includes, without limitation, Customer Information.

 

Protection of Confidential Information

The Recipient must employ the same degree of care it uses to safeguard its own confidential information (but no less than a reasonable standard of care) to prevent the disclosure or use of any Confidential Information from the Discloser, except as permitted by the Customer Agreement.

The Recipient must make commercially reasonable efforts to restrict access to the Discloser’s Confidential Information solely to employees, contractors, or clients (as applicable) who require such access for purposes aligned with the Customer Agreement, and who have entered into confidentiality agreements no less stringent than the terms set forth in the Customer Agreement.

The Recipient may disclose Confidential Information under the following circumstances: 

(i) if required by law or legal process;
(ii) to legal or financial advisors, provided such advisors are bound by confidentiality obligations that restrict use and disclosure; and
(iii) as required by applicable securities regulations.

Each party is permitted to disclose the terms and conditions of the Customer Agreement, on a confidential basis, to current and potential investors, acquirers, lenders, and their legal or financial advisors as part of due diligence efforts.

 

Exclusions

Confidential Information does not include information that:

(i) becomes public knowledge through no violation of any obligation owed to the Discloser;
(ii) was known by the Recipient prior to its disclosure by the Discloser, without any breach of an obligation;
(iii) is obtained from a third party without breach of any obligation owed to the Discloser; or
(iv) is independently developed by the Recipient without the use of or access to the Discloser’s Confidential Information.

 

Proprietary Rights

Reservation of Rights by Maximus

The software, workflow processes, user interfaces, designs, know-how, and other technologies provided by Maximus as part of the Service, along with any updates or enhancements, remain the proprietary property of Maximus and its licensors. All rights, titles, and interests, including associated intellectual property rights, are reserved by Maximus unless expressly granted under the Customer Agreement.

 

AMA Content

Any content provided by the American Medical Association (AMA) is subject to the terms outlined in the AMA End User License Agreement.

 

Aggregation Services and De-identified Data

Maximus may utilize Protected Health Information (PHI) to provide Customer with data aggregation services as defined under HIPAA and to create de-identified data in compliance with 45 CFR 164.514(a)-(c).
Maximus retains sole ownership over any de-identified data derived from PHI.
Maximus and its affiliates may use and disclose aggregate, anonymized, and de-identified data, both during and after the term of the Customer Agreement, for purposes including, but not limited to, enhancing the Service, technical support, and other business functions, all in accordance with the HIPAA Privacy Standards, including the regulations governing limited data sets and de-identification.

 

Limits on Liability

No Indirect Damage

Maximus will not be liable to the Customer for any lost profits, costs of substitute services, loss of data, business interruptions, or any incidental, special, indirect, or consequential damages, even if Customer has been informed of the possibility of such damages. This limitation applies regardless of whether the claim is based on contract, tort (including negligence), strict liability, or any other legal theory.

 

Limitation of Liability

Maximus’s total liability for all damages arising from or related to the Customer Agreement, whether based on contract, tort, or any other legal theory, will not exceed the actual amount paid by the Customer in the six (6) months immediately preceding the event that gave rise to the claim.
This limitation of liability applies regardless of whether other provisions of the Customer Agreement have been breached or proven ineffective, or if a remedy fails in its essential purpose.
Any claim by the Customer against Maximus must be filed within six (6) months of the event that gave rise to the claim. Claims not brought within this timeframe are expressly waived by the Customer.

 

Term, Termination, and Return of Data

 

Term

The provision of Services shall continue for the period specified in the applicable Customer Agreement (the “Initial Term”). Upon the conclusion of the Initial Term, the Customer Agreement will automatically renew for consecutive terms of equal duration (each, a “Renewal Term”), unless either party provides notice of non-renewal in accordance with the section titled “Notice of Non-Renewal.” The Initial Term, together with any Renewal Terms, is collectively referred to as the “Term.”
These Terms of Service will remain in effect until all related order forms, subscription agreements, and Services are terminated.

 

Notice of Non-Renewal

To prevent the automatic renewal of a Customer Agreement, either party must provide written notice of non-renewal, which must be received no earlier than ninety (90) days and no later than sixty (60) days prior to the expiration of the current term of the Customer Agreement. If the Customer opts not to renew, such notice must be sent either by directly contacting the assigned Account Manager or through the communication channels specified in Maximus’s Support Policy. Failure to provide the required notice within this timeframe will result in the automatic renewal of the Customer Agreement for an additional Renewal Term.

 

Downgrades

Customers utilizing Billing, Clinical, Engage, or Telehealth modules must provide written notice at least thirty (30) days in advance of removing a license or canceling a module. Notice should be directed to the assigned Account Manager or sent via the communications methods outlined in Maximus’s Support Policy.

 

Termination for Material Breach

Either party may terminate the Customer Agreement if the other party materially breaches any term of the Agreement and fails to remedy the breach within thirty (30) days following receipt of written or electronic notice of the breach. 

 

No Early Termination; No Refunds

Except in cases where termination is executed pursuant to the “Notice of Non-Renewal” or “Termination for Material Breach” sections, the Customer cannot cancel the Customer Agreement before the end of the active Term. Maximus will not issue any refunds if the Customer chooses to discontinue using the Service before the Term concludes.

 

Return of Data

Since the Customer has access to Customer Information during the term of an order, Maximus is not obligated to provide such data to the Customer upon the termination of the Customer Agreement.
Nevertheless, Maximus will retain Customer Information for sixty (60) days after termination and may provide access to this information at the Customer’s request. More details are available in the Term, Termination, and Return of Data Policy FAQ page.
If a Customer’s account is suspended for any reason, Maximus will offer offline access to Customer Information through the methods outlined in the Support Policy.

 

Customer Actions upon Termination

Upon termination, the Customer is required to settle any unpaid fees and destroy any Maximus property in its possession.
At Maximus’s request, the Customer must confirm, either in writing or electronically, that it has complied with these requirements.

 

Suspension or Termination of Service for Violation of Law or Agreement

Maximus may immediately suspend or terminate the Service and remove applicable Customer Information if it has a good faith belief that the Customer has violated any applicable law or any provision of the Customer Agreement in its use of the Service.
Maximus will make reasonable efforts to contact the Customer prior to suspension or termination, but is not obligated to do so.

 

Indemnity

 

Customer Indemnity

To the fullest extent permitted by law, the Customer shall indemnify, defend (at Maximus’s option), and hold Maximus, its officers, directors, employees, agents, successors, and assigns harmless from all third-party claims (including but not limited to those made by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising from or related to:

 

• The Customer’s use of the Service;
• A breach by the Customer of any provision of the Customer Agreement;
• Customer Information;
• Any unauthorized use, access, or distribution of the Service by the Customer;
• Any violations of privacy rights related to information submitted under the Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted by the Customer.

Maximus Indemnity

Maximus will indemnify, defend, and hold the Customer harmless from any and all losses incurred due to third-party claims (excluding those made by entities affiliated with the Customer) alleging that the use of the Service, in accordance with the terms of the Customer Agreement, infringes upon or misappropriates such third party’s U.S. Intellectual Property Rights.

This obligation does not apply if the alleged infringement arises from:

 

• Customer Information or content provided by the Customer;
• The use of the Service in combination with any hardware, system, software, network, or other materials not provided by Maximus or specified for the Customer’s use, unless Maximus has explicitly permitted such use in writing;
• Modifications to the Service made by any party other than Maximus or without Maximus’s written consent;
• The failure to implement modifications, upgrades, replacements, or enhancements made available by Maximus in a timely manner.

Dispute Resolution

 

Governing Law

The Customer Agreement and any disputes arising therefrom will be governed exclusively by the laws of the State of California, without regard to its conflict of laws principles. Any legal action or proceeding to resolve disputes shall be brought exclusively in the Federal District Court for the Central District of California or the Orange County Superior Court. Both parties submit to and irrevocably consent to the jurisdiction of these courts.
The parties also irrevocably waive their right to a jury trial for any dispute arising from the Customer Agreement.

 

General Mediation Process

All disputes, claims, or controversies (“Disputes”) arising from or related to the Customer Agreement, including post-termination conduct, shall be submitted as follows:

 

• The parties shall first engage in non-binding mediation in Orange County, following the mediation rules of the American Arbitration Association (AAA).
• If no settlement is reached within sixty (60) days of initiating mediation, either party may pursue legal action in a forum of competent jurisdiction.

To commence mediation, either party must provide the AAA and the other party with a written request for mediation, specifying the nature of the Dispute, the requested relief, and the legal and factual basis for such relief. Both parties shall collaborate with AAA and each other to select a mediator from the AAA panel and to schedule mediation proceedings. Each party must participate in the mediation process in good faith and share the costs equally.
If the Dispute is not resolved through mediation, the party seeking relief may pursue legal remedies, subject to the terms of the Customer Agreement.
Notwithstanding the mediation process, either party may (i) terminate the Agreement per its terms or (ii) seek injunctive or equitable relief.

 

Prohibition of Class and Representative Actions

Each party agrees to bring claims against the other only on an individual basis, and not as a plaintiff or class member in any class or representative action.
The mediator may not consolidate or join multiple parties’ claims, nor preside over any form of a consolidated, class, or representative proceeding.

 

Other Terms

Consent to Electronic Notice, Communications, and Transactions

 

• By utilizing the Service, the Customer consents to conduct business electronically and acknowledges having reviewed the Consumer Disclosure Regarding Electronic Business Transactions, Receiving Electronic Notices and Disclosures, and Signing Documents Electronically, available at Maximus Consumer Disclosure.
• For communications regarding the Service, including, but not limited to, issues related to collections and payments, Maximus may send email notifications to the email address associated with the Customer’s account or provide notifications within the Service itself. 
• For certain critical notices, such as those related to termination or material breaches, Maximus may dispatch notifications to the postal address provided by the Customer.
• The Customer bears the sole responsibility for maintaining an up-to-date email address within its account for notification purposes. Maximus assumes no liability for any issues arising from the Customer’s failure to maintain accurate contact information within the Service or for the Customer’s failure to review any emails or in-Service notifications.
• The Customer has the capability to enter into agreements, authorizations, consents, and applications; make referrals; order lab tests; prescribe medications; or engage in other transactions electronically. 
• Electronic submissions through the Service for these activities constitute the Customer’s consent to be bound by such agreements and transactions and apply to all records associated with those transactions. 
• The Customer represents and warrants that it possesses the authority to undertake such actions.
• By registering for the Service, including any request forms or communication features, the Customer requests that Maximus send email, fax, phone call, or SMS communications related to the Service, including but not limited to upcoming appointments, special offers, billing updates, and events. 
• Maximus shall not be liable for any text messaging or data transmission fees incurred by the Customer.
• If the Customer provides a cellular phone number and consents to receive communications from Maximus, the Customer specifically authorizes Maximus to send text messages or make calls to that number. 
• The Customer represents and warrants that it has the authority to grant this authorization.
• The Customer is not obligated to consent to receive text messages or calls as a condition for using the Service and may opt out of such messages at any time through the Services.

Entire Agreement

 

• The Customer Agreement represents the entire agreement between the parties, superseding all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. 
• The Customer acknowledges that it is not relying on any representations concerning this subject matter, oral or written, that are not included in the Customer Agreement. 
• No representation, promise, or inducement not contained in the Customer Agreement shall be binding.
• Any modification or waiver of any term of the Customer Agreement shall only be effective if signed by both parties. 
• Notwithstanding the above, Maximus reserves the right to modify or replace the Customer Agreement as detailed in the section entitled “Changes” below. 
• The Convention on Contracts for the International Sale of Goods shall not apply. 
• In the event of a conflict between the Terms of Service and the order form or subscription agreement, the order form or subscription agreement shall prevail.

Changes

Notwithstanding any provisions herein, these Terms of Service are subject to modification by Maximus at any time and in its sole discretion. When changes are made, Maximus will make the revised Terms available on the Services and will update the “Last Updated” date at the bottom of the Terms of Service. Any amendments to the Terms will take effect immediately for new Customers and will become effective for existing Customers upon the earlier of: (i) thirty (30) days after the posting of such changes on the Services; (ii) thirty (30) days after the dispatch of an email notice regarding the changes; or (iii) upon the Customer’s consent to the updated Terms in a specified manner. Unless otherwise stated, continued use of the Services will constitute acceptance of the changes. If the Customer does not agree with any changes after receiving notification, the Customer’s sole recourse shall be to terminate the Agreement, effective at the end of the current Initial Term or Renewal Term, by providing written notice to Maximus prior to continued use of the Services. The Customer is encouraged to regularly check the Services for the most current Terms.

 

Feedback

Should the Customer provide feedback or suggestions regarding the Service, Maximus (and its authorized users) may utilize such information without any obligation to the Customer.

 

Beta Features

If the Customer is invited to access or actively utilizes any beta features of the Service, the Customer agrees to the following:

 

• Such features have not yet been commercially released by Maximus;
• These features may not function properly, may not be in final form, or may not be fully operational;
• Such features may contain errors, design flaws, or other issues;
• It may be impossible to achieve full functionality; usage of these features may lead to unexpected results, data corruption, loss, or other unforeseen damages;
• These features are subject to change and may not become generally available; and
• Maximus has no obligation to maintain or continue providing such features for any purpose in the ongoing provision of Services.

These beta features are provided “AS IS,” with all faults. The Customer assumes all risk associated with the use of these features, including, without limitation, the risk of damage to the Customer’s computer system or the corruption or loss of data.

 

No Assignment

 

• Maximus reserves the right to assign or transfer the Customer Agreement (or any rights and/or obligations therein) to any third party without the Customer’s consent. 
• The Customer may not assign or transfer the Customer Agreement to any third party without the prior written consent of Maximus, except that the Customer Agreement may be assigned (without Maximus’s consent, but with notice) as part of a merger, or sale of all or substantially all of the business or assets of the Customer. 
• The Customer Agreement shall bind and benefit each party’s successors and permitted assigns.

Independent Contractors and Enforceability

The parties are acknowledged as independent contractors with respect to each other. If any provision of the Customer Agreement is found to be invalid or unenforceable, the remaining terms shall continue to be in effect.

 

Survival of Terms

All terms of the Customer Agreement that, by their nature, are intended to survive termination shall remain in effect, ensuring that each party can assert its rights and receive the protections provided by the Agreement.

 

Customer Name

Maximus may utilize the Customer’s name and logo in customer lists and related promotional materials that describe the Customer as a client of Maximus. Such usage must align with any trademark guidelines and policies provided by the Customer. The Customer may opt out of this provision by sending written notice to info@maximus.care.

 

Force Majeure

Except for the obligation to make payments, neither party shall be liable for any failure or delay in its performance under the Customer Agreement due to causes beyond its reasonable control, including acts of war, natural disasters, earthquakes, floods, embargoes, riots, sabotage, labor shortages or disputes, governmental actions, or Internet failures. The delayed party must:

• Promptly notify the other party of the cause; and
• Use reasonable commercial efforts to promptly rectify such failure or delay in performance.