Terms of Use

AVID CONSULTING GROUP, LLC
USER AGREEMENT AND TERMS OF USE

Last Revised: August 1, 2024

This User Agreement and Terms of Use (the “Agreement”) is a binding agreement between you (the “User” or “You”) and AVID Consulting Group, LLC, an Indiana limited liability company (“Company”). This Agreement governs Your use of and access to the Company’s web-based applications (each, an “App” and collectively, the “Apps”) made available to Company’s clients on a software as a service basis through which User is granted access to the Apps and all related documentation (collectively, the “Apps”).

BY CLICKING THE BUTTON ACCEPTING THE TERMS OF THIS AGREEMENT ON COMPANY’S WEBSITE OR DOWNLOADING, INSTALLING, AND USING ONE OR MORE APPS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, ARE AT LEAST 18 YEARS OF AGE, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE APPS.

User Obligations. YOU HEREBY AGREE AND ACKNOWLEDGE THAT YOU SHALL BE RESPONSIBLE FOR YOUR ACTIONS WITH RESPECT TO THE USE OF THE APP(S) ASSOCIATED WITH YOUR ACCOUNT, INCLUDING ANY ACTIONS THAT ARE PROHIBITED IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT BY AND BETWEEN YOU AND THE COMPANY. THIS AGREEMENT ALSO GOVERNS ANY UPDATES TO, OR SUPPLEMENTS OR REPLACEMENTS FOR, THE APPS UNLESS SEPARATE TERMS ACCOMPANY SUCH UPDATES, SUPPLEMENTS, OR REPLACEMENTS, IN WHICH CASE SUCH SEPARATE TERMS WILL APPLY.
User License. Company hereby grants User a limited, non-transferable, non-exclusive, non-sublicensable, revocable license (a “License”) to use the Apps, subject to the terms and conditions set forth herein and those terms and conditions contained in that certain Software as a Service Agreement entered into by and between the Company and the Healthcare Entity (as defined herein) that employs or contracts with You (the “SaaS Agreement”). The continuance of the License granted to You pursuant to this Agreement is contingent upon Your use of the Apps in accordance with this Agreement and the relevant SaaS Agreement. Company retains any and all rights in the Apps not expressly granted to User hereunder.
Use of Apps Content.
1. (a) You represent and warrant to Company that:
  1. (i) You own or otherwise have the rights to any content posted on or through the Apps by You (“User Content”) and otherwise have the right to grant the rights set forth in this Agreement;
  2. (ii) the posting and use of User Content on or through the Apps does not violate, misappropriate, or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark, and/or other intellectual property rights;
  3. (iii) You shall pay for all royalties, fees, and any other monies owed by reason of User Content posted on or through the Apps by such User; and
  4. (iv) You have the legal right and capacity to enter into this Agreement. You hereby grant Company a non-exclusive, transferable, sub-licensable, royalty-free, irrevocable, worldwide, perpetual license to use, copy, perform, display, and distribute User Content and to create derivative works of User Content, by itself or in combination with any Company Data (as defined herein), for the purposes of
    1. (1) providing the Apps;
    2. (2) improving the Apps;
    3. (3) identifying trends, spotting issues, and predicting outcomes with respect to the Apps;
    4. (4) researching, testing, and improving new or additional components of the Apps or entirely distinct products and services separate and apart from the Apps, and
    5. (5) any other business purposes consistent with applicable law. You further acknowledge that any User Content You post, upload, or share through the Apps shall conform to applicable law.
2. (b) Company shall have the right to use the name of any User provided for such User’s profile and account within the Apps. Company shall have the right to use, copy, and display any User’s publicly-visible App account information, such as such User’s name, for the purposes of providing the Apps. Company shall have the right to track, maintain, and retain any feedback, reviews, or comments submitted by any User (“Feedback Data”). Company shall have the right to use the Feedback Data for any purpose, as determined exclusively by Company.
3. (c) All right, title, and interest in and to all of the information, data, content, and media files created or generated as a result of Your access to and use of the Apps (the “Company Data”) is and shall at all times remain the exclusive property of Company, whether or not specifically recognized or perfected under law, and each User shall have no rights or interests whatsoever to such Company Data.
4. (d) Any use of the Apps by You in any manner other than as provided for in this Agreement, including, without limitation, resale, transfer, modification, disassembling, reverse-engineering, or the unauthorized distribution of the Apps or text, pictures, music, barcodes, video, data, hyperlinks, displays, and any other content associated with the Apps is prohibited.
Acceptable Use. You represent, warrant, and covenant to the Company that You shall only use the Apps directly in connection with Your employment or service provider relationship with an entity in the health care industry that has contracted with the Company for access to the Apps (the “Healthcare Entity”) for the purpose of facilitating the analysis and management of its revenue cycle. You acknowledge that the use of the Apps may be subject to regulation under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Clinical Health Act (“HITECH”), and that, to the extent necessary, You shall only access and use the Apps in a manner that complies with all legal requirements of HIPAA and HITECH that are applicable to the Apps.
Prohibited Uses.
1. (a) In no event shall the Apps be used in a manner that
  1. (i) harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including but not limited to rights of publicity or other proprietary rights);
  2. (ii) is unlawful, fraudulent, or deceptive;
  3. (iii) violates HIPAA, HITECH, or the rules and regulations promulgated thereunder, or any other federal, state, or local law;
  4. (iv) monitors or copies, whether automatically or manually, any of the material, data, or information contained in or posted to the Apps for a purpose not authorized by this Agreement
  5. (v) uses technology or other means to access the Apps that is not authorized by Company;
  6. (vi) uses or launches any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” to access the Apps;
  7. (vii) attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
  8. (viii) attempts to gain unauthorized access to other User accounts or the Apps;
  9. (ix) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability;
  10. (x) violates this Agreement or the relevant SaaS Agreement
  11. (xi) attempts to damage, disable, overburden, or impair Company servers or networks;
  12. (xii) impersonates any person or entity or otherwise misrepresents User’s identity or affiliation with another person or entity;
  13. (xiii) fails to comply with applicable third party terms;
  14. (xiv) discloses any confidential data or protected health information to any party not rightly entitled to have access to such data or information; or
  15. (xv) requires You to access the Apps from a public computer or device.
2. (b) Company reserves the right, in its sole discretion, to
  1. (i) terminate any User Account (as defined herein),
  2. (ii) terminate access to the Apps,
  3. (iii) remove User Content, or
  4. (iv) assert legal action with respect to User Content or use of the Apps that Company reasonably believes is or might be in violation of this Agreement, the SaaS Agreement, or any other applicable third-party terms. Company’s failure or delay in taking such actions does not constitute a waiver of its rights to enforce this Agreement.
Access, Account Creation, and Account Security.
1. (a) You acknowledge that the Company may alter or withdraw the Apps at any time in the Company’s sole discretion. The Company shall have no liability to You if all or any part of the Apps is unavailable at any time, for any reason, and for any period of time. You acknowledge that You are responsible for making all arrangements necessary for You to access the Apps, including, without limitation, obtaining a secured internet connection.
2. (b) You acknowledge that the Apps are restricted to individuals who have registered an individual account for the use of the Apps that is affiliated with a registered Healthcare Entity account (such individual account being the “User Account”). In order to create a User Account, You will be required to provide certain registration details or other information, which may include, without limitation, Your name, email address, the Healthcare Entity with which You are affiliated, and any other information reasonably requested by the Company to confirm Your identity and eligibility to use the Apps. It is a condition to Your use of the Apps that all information You provide to register for the Apps is correct, current, and complete.
3. (c) You shall treat any username, password, or other login credentials (“Login Information”) that You choose or are otherwise given to You as confidential, and you must not disclose them to any other individual or entity. You acknowledge that Your User Account and Login Information are personal to You, and You agree not to provide any other person with access to the Apps or portions of it using Your Login Information. You must notify us immediately of any unauthorized access to or use of Your Login Information, User Account, or any other breach of security. You must log out of the Apps and Your User Account at the end of each session. The Company reserves the right to disable any User Account or Login Information if the Company determines, in its sole discretion, that You have violated the terms of this Agreement or the SaaS Agreement.
Intellectual Property Rights. You acknowledge that the each App, its contents, features, and functionality, including, without limitation, all information, software, code, text, displays, images, video, audio, and the design, selection, and arrangement of the foregoing, and trademarks, trade names, Apps names, and logos contained in the Apps or associated with the Company are owned by and remain the property of the Company (collectively the “Company Material”). The Company Material may be protected by copyright, trademark, trade secret, and patent law, or any other intellectual property or proprietary rights laws. This Agreement permits You to use the Apps only in connection with Your role with an applicable Healthcare Entity, and for no other reason. You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of the Apps, except as follows:
1. (a) You may download a single copy of the App(s) to your computer and Your computer or device may temporarily store copies of the Apps and its contents in RAM incidental to Your accessing, viewing, and using the Apps and contents;
2. (b) You may store files that are automatically cached by Your web browser for display enhancement purposes; and
3. (c) You may input User Content as contemplated by the Apps.Any breach of this Section 7 shall automatically terminate Your right to use the Apps. Any use of the Apps not contemplated by this Agreement shall be considered a breach of this Agreement, and Your right to use the Apps shall automatically terminate as of such breach. No rights, title, or interest in the Apps or any of its content is transferred to You, and all rights not expressly granted by the Company are retained. Any delay or failure on the part of the Company to terminate Your access to the Apps despite Your breach of this Agreement is not, and shall not be deemed to be, a waiver on the part of the Company pursuant to its rights set forth herein.
Trademarks. The Company’s name, logo, and any related logos, names, product names, and App names are trademarks of the Company. You shall not use such marks without the express written consent of the Company.
Monitoring and Termination.
1. (a) The Company shall have the right to:
  1. (i) remove any User Content for any reason or no reason in the Company’s sole discretion;
  2. (ii) take any action with respect to User Content or a User Account that the Company determines, in its sole discretion, is reasonably necessary to ensure compliance with applicable law, this Agreement, or the SaaS Agreement;
  3. (iii) take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Apps;
  4. (iv) disclose Your personal information to Your affiliated Healthcare Entity, law enforcement officials, or regulatory agencies pursuant to any applicable requirements of HIPAA, HITECH, or any rules or regulations promulgated thereunder; and
  5. (v) terminate any User Account and suspend Your access to the Apps for any reason or no reason.
2. (b) Without limiting the generality of the foregoing, the Company shall have the right to fully cooperate with law enforcement authorities, regulatory authorities, or court orders requesting or directing the Company to disclose the identity or other information of individual Users, to the maximum extent permitted by applicable law.
Reliance on Information in Apps. The Apps are provided as a tool to facilitate the analysis and management of the revenue cycle operations for Healthcare Entities. The Company is not responsible for the accuracy, completeness, or usefulness of any communication or information contained within or uploaded to the Apps. The presence of such communication or information within the Apps does not relieve You or any User of any responsibility to maintain full and complete records and documentation as may be required by law or otherwise. THE COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH COMMUNICATION OR INFORMATION BY YOU OR ANY OTHER USER OF THE APPS, OR BY ANYONE WHO MAY BE INFORMED BY THE CONTENTS THEREOF.
Geographic Limitations. Company is based in the State of Indiana in the United States. Company makes no claims that the Apps or any of the Apps’ content is accessible or appropriate outside of the United States. Access to the Apps may not be legal by certain persons or in certain countries. If you access the Apps from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Indemnification. You hereby agree to defend, indemnify, and hold harmless Company and any parent, subsidiary and other affiliated companies, independent contractors, service providers, and consultants, and their respective employees, contractors, agents, officers, and directors from any and all claims, suits, damages, costs, lawsuits, fines, penalties, loss, liability, and expenses (including reasonable attorney’s fees) that arise from or relate to (a) Your use or misuse of the Apps, (b) Your violation of this Agreement or the SaaS Agreement, and (c) Your violation of any rights of a third party. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate in asserting any available defenses.
Warranties; Disclaimers.
1. (a) COMPANY IS PROVIDING THE APPS TO YOU “AS IS” AND YOU ARE USING THE APPS AT YOUR OWN RISK, TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW. COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE APPS ARE MERCHANTABLE, RELIABLE, AVAILABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING, FREE OF DEFECTS OR VIRUSES, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, OR THAT THE USE OF THE APPS BY YOU IS IN COMPLIANCE WITH LAWS APPLICABLE TO THE APPS.
2. (b) Company shall have no obligation to furnish any maintenance and support services with respect to the Apps to You except as may otherwise be provided in the SaaS Agreement.
3. (c) Although it is Company’s intention for the Apps to be available as much as possible, there might be occasions when the Apps may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications equipment or connections, for which Company shall have no liability. Any User Content removed from the Apps by Company may be stored by Company. Company shall not be liable for any modification, suspension, or discontinuation of the Apps, or the loss of any User Content. You hereby acknowledge that the Apps may be subject to breaches of security and that the submission of User Content or other information may not be secure.
No Liability. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU (A) WITH RESPECT TO USE OF THE APPS; AND (B) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA, LOSS, THEFT, OR CORRUPTION OF CONTENT OR USER CONTENT, THE INABILITY TO USE THE APPS OR ANY OF ITS FEATURES, OR DEVICE FAILURE OR MALFUNCTION. YOUR SOLE REMEDY IS TO CEASE USE OF THE APPS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law. This Agreement and use of the Apps are governed by the laws of the State of Indiana, without regard to conflict of laws rules.
Disputes.
1. (a) Negotiation. If there is a dispute regarding the interpretation of this Agreement or the enforcement of a party’s rights or obligations under this Agreement (a “Dispute”), the parties agree, to the fullest extent permitted by law, to use the following procedure to resolve the Dispute:
  1. (i) a meeting shall be held promptly between the parties to attempt in good faith to negotiate a resolution of the Dispute, and
  2. (ii) if, within fifteen (15) calendar days after the meeting that is required by clause (i) above, the parties have not succeeded in negotiating a resolution of the Dispute, either party involved in the Dispute may notify the other party that it desires to send the Dispute to arbitration pursuant to Section 16(b).
2. (b) ARBITRATION AGREEMENT. IF ANY DISPUTE IS SENT TO ARBITRATION PURSUANT TO SECTION 16(A), THEN THE PARTIES SHALL SELECT A MUTUALLY-AGREED-UPON ARBITRATOR. IF THE PARTIES ARE UNABLE TO MUTUALLY-AGREE UPON AN ARBITRATOR, THEN THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”) SHALL SELECT AN ARBITRATOR IN ACCORDANCE WITH AAA RULES. PROMPTLY AFTER AN ARBITRATOR HAS BEEN SELECTED, BUT IN NO EVENT LATER THAN THIRTY (30) CALENDAR DAYS AFTER THE MEETING REQUIRED IN SECTION 16(A)(i), AT A DATE TO BE SET BY THE ARBITRATOR, AN ARBITRATION HEARING SHALL BE HELD IN INDIANAPOLIS, INDIANA (OR SUCH OTHER LOCATION AS MUTUALLY AGREED BY THE PARTIES). THE COMMERCIAL ARBITRATION RULES OF THE AAA SHALL APPLY AT THE ARBITRATION HEARING, AND THE ARBITRATOR SHALL ALLOW EACH SIDE OF THE DISPUTE TO PRESENT, IN THE PRESENCE OF THE OTHER PARTY, ITS CASE, INCLUDING OPENING STATEMENT, EVIDENCE, WITNESSES, IF ANY, AND SUMMATION. THE ARBITRATOR SHALL RENDER ITS DECISION WITHIN THIRTY (30) CALENDAR DAYS AFTER THE HEARING. THE DECISION AND AWARD, IF ANY, OF THE ARBITRATOR SHALL BE FINAL, BINDING, AND NON-APPEALABLE. ANY AWARD SHALL PROVIDE FOR THE ENTIRE COSTS AND EXPENSES OF THE ARBITRATION, INCLUDING REASONABLE ATTORNEYS’ FEES, BY THE LOSING PARTY WHERE IT IS DETERMINED THAT THE ARBITRATION HAS BEEN MADE NECESSARY BY THE REFUSAL OR FAILURE OF THAT PARTY, TO NEGOTIATE IN GOOD FAITH THE MATTER THAT IS THE SUBJECT MATTER OF THE ARBITRATION. IF NO SUCH DETERMINATION IS MADE, EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES WITH RESPECT TO THE ARBITRATION. JUDGMENT MAY BE ENTERED ON ANY AWARD SO RENDERED IN ANY COURT OF COMPETENT JURISDICTION. IN ORDER TO BE ELIGIBLE TO SERVE AS AN ARBITRATOR PURSUANT TO THIS SECTION 16(B), AN ARBITRATOR MUST HAVE A MINIMUM OF FIVE (5) YEARS OF EXPERIENCE ARBITRATING COMMERCIAL CONTRACT DISPUTES.
Changes. Company reserves the right to change or modify this Agreement or any other Company policies related to use of the Apps at any time and at its sole discretion by posting revisions within the Apps in a conspicuous manner, and all such changes apply to all access to and use of the Apps thereafter. Your continued use of the Apps following the posting of such changes or modifications to this Agreement or other Company policies will constitute acceptance of such changes or modifications on Your part. You should check this page frequently so You are aware of any changes or modifications, as they are binding on You.
Contact. Any questions, complaints, or claims regarding the Apps should be directed to:

Avid Consulting Group, LLC
5802 Guilford Ave.
Indianapolis, Indiana 46220
Email: peter.leenhouts@goavid.com