Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Orisan Clinical Systems LLC ("Orisan," "we," "us," or "our"), governing your access to and use of the Orisan Connect platform ("Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Service.

Orisan Connect is a healthcare data synchronization platform that connects electronic health record (EHR) systems, practice management (PM) systems, and billing platforms through bidirectional data sync pipelines.

The Service enables authorized healthcare organizations to synchronize clinical and operational data between supported vendor systems, including but not limited to AdvancedMD, Tebra, athenahealth, and other EHR/PM platforms as they become available. Supported data types include patient demographics, appointments, charges, clinical notes, and other entity types as documented in the Service interface.

The Service includes a web-based dashboard for managing connections, monitoring sync operations, resolving data conflicts, and reviewing audit logs. All data processing occurs within HIPAA-compliant infrastructure deployed on AWS with appropriate administrative, physical, and technical safeguards.

To use the Service, you must create an account and provide accurate, complete, and current registration information. You agree to update your information promptly if it changes.

Account access is organization-based. Each user must be authorized by their organization's administrator before accessing the Service. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying Orisan immediately of any unauthorized use of your account
• Ensuring that all users within your organization comply with these Terms

Orisan reserves the right to suspend or terminate accounts that contain inaccurate information, are used in violation of these Terms, or pose a security risk to the Service or other customers.

The Service is intended exclusively for lawful healthcare data operations by authorized healthcare organizations and their designated representatives. You agree to use the Service only for its intended purpose of synchronizing clinical and operational data between authorized systems.

You shall not:

• Use the Service for any purpose that violates applicable federal, state, or local laws, including HIPAA, HITECH, and state health privacy laws
• Attempt to access, view, copy, or modify data belonging to other customers of the Service
• Use the Service for competitive analysis, benchmarking, or to build a competing product or service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure
• Circumvent any security mechanisms, rate limits, or access controls implemented by the Service
• Share account credentials with unauthorized individuals or use another customer's account without authorization
• Use the Service to transmit malicious code, spam, or any content that could harm the Service or other users

You retain all rights, title, and interest in and to your clinical data, patient records, business data, and any other data you transmit through or store within the Service ("Customer Data"). Nothing in these Terms transfers ownership of Customer Data to Orisan.

Orisan processes Customer Data solely as directed by you and as necessary to provide the Service. We do not sell Customer Data, use it for advertising, or share it with third parties except as required to deliver the Service or as required by law.

You are responsible for ensuring that you have all necessary rights, consents, and authorizations to transmit Customer Data through the Service, including any patient consents required under applicable law.

Orisan Connect is designed and operated as a HIPAA-compliant platform. All customers who transmit, store, or process Protected Health Information ("PHI") through the Service are required to execute a Business Associate Agreement ("BAA") with Orisan prior to any PHI being processed.

The BAA governs Orisan's obligations as a Business Associate under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and their implementing regulations. Where the terms of the BAA conflict with these Terms regarding the handling of PHI, the BAA shall control.

Orisan implements the following safeguards for PHI:

• AES-256-GCM encryption for PHI at rest
• TLS 1.2+ encryption for PHI in transit
• Role-based access controls with authenticated sessions
• Immutable, append-only audit logging of all PHI access and modifications
• Envelope encryption for stored vendor credentials
• Infrastructure deployed within HIPAA BAA-covered AWS services

You acknowledge that the Service synchronizes data between third-party vendor systems and that each vendor's handling of PHI is governed by your separate agreements with those vendors. Orisan is not responsible for the data protection practices of third-party EHR, PM, or billing systems.

Orisan uses commercially reasonable efforts to maintain the availability and performance of the Service. However, the Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or factors beyond our reasonable control.

Scheduled maintenance windows will be communicated to customers in advance via email or in-app notification. We endeavor to schedule maintenance during off-peak hours to minimize disruption to your operations.

The Service depends on the availability and performance of third-party vendor APIs (such as AdvancedMD, Tebra, and athenahealth). Orisan is not responsible for downtime, data unavailability, or sync failures caused by third-party vendor system outages, API changes, or rate limiting imposed by those vendors.

Specific uptime commitments, if any, are set forth in your service order or subscription agreement and are not part of these general Terms.

The Service is offered on a per-connection pricing model. Each active vendor connection constitutes a billable unit. Specific pricing tiers, included record volumes, and overage rates are set forth in your service order or as displayed on the pricing page at the time of subscription.

Invoices are issued monthly and payment is due within thirty (30) days of the invoice date. All fees are quoted in United States dollars and are exclusive of applicable taxes.

If payment is not received within thirty (30) days of the due date, Orisan may suspend access to the Service upon fifteen (15) days' written notice. Suspension does not relieve you of the obligation to pay outstanding amounts.

Orisan reserves the right to modify pricing with at least sixty (60) days' written notice prior to the start of a new billing cycle. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

Orisan and its licensors retain all rights, title, and interest in and to the Service, including all software, algorithms, data models, canonical schemas, field mapping configurations, sync pipeline technology, user interfaces, documentation, and all related intellectual property rights.

Subject to your compliance with these Terms, Orisan grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your subscription solely for your internal business purposes.

You may provide suggestions, feedback, or ideas regarding the Service ("Feedback"). You grant Orisan a perpetual, irrevocable, royalty-free license to use, modify, and incorporate Feedback into the Service without obligation to you.

As stated in Section 5, you retain all rights to your Customer Data. Orisan claims no intellectual property rights over data that you own and transmit through the Service.

Each party ("Receiving Party") agrees to hold in confidence and not disclose to any third party the Confidential Information of the other party ("Disclosing Party"), except as expressly permitted by these Terms.

"Confidential Information" means all non-public information disclosed by the Disclosing Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is always treated as your Confidential Information.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

These confidentiality obligations survive termination of these Terms for a period of three (3) years, except that obligations related to PHI survive indefinitely as governed by the BAA and applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORISAN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO ORISAN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this section do not apply to: (a) either party's indemnification obligations under Section 12; (b) either party's breach of confidentiality obligations under Section 10; (c) your payment obligations under Section 8; or (d) liability that cannot be limited under applicable law.

The Service is provided "as is" and "as available." Orisan disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, except to the extent such disclaimers are prohibited by applicable law.

By Orisan. Orisan shall indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Orisan's breach of these Terms; (b) Orisan's negligence or willful misconduct; or (c) any claim that the Service infringes a third party's intellectual property rights.

By Customer. You shall indemnify, defend, and hold harmless Orisan and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your negligence or willful misconduct; (c) your use of the Service in violation of applicable law; or (d) any claim related to Customer Data, including claims that Customer Data infringes a third party's rights.

The indemnifying party's obligations are conditioned upon the indemnified party: (i) providing prompt written notice of the claim; (ii) granting sole control of the defense and settlement to the indemnifying party; and (iii) providing reasonable cooperation at the indemnifying party's expense.

Either party may terminate these Terms for convenience by providing thirty (30) days' written notice to the other party.

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice; or (b) becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.

Upon termination or expiration of these Terms:

• You will have thirty (30) days from the effective date of termination to export your Customer Data from the Service. Orisan will provide reasonable assistance with data export during this period.
• After the thirty (30) day export period, Orisan will delete all Customer Data in accordance with our data retention policy, except where retention is required by applicable law or regulation.
• All outstanding payment obligations survive termination and remain due.
• Sections 5, 6, 9, 10, 11, 12, 14, and 15 survive termination of these Terms.

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws provisions.

To the extent that any dispute is not subject to arbitration under Section 15, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah.

The parties agree to resolve any disputes arising under or in connection with these Terms through the following escalation process:

Good Faith Negotiation. The parties shall first attempt to resolve any dispute through good faith negotiation between designated representatives. The negotiation period shall last thirty (30) days from the date one party provides written notice of the dispute to the other.

Mediation. If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation administered by a mutually agreed-upon mediator in Salt Lake County, Utah. The costs of mediation shall be shared equally. The mediation period shall last sixty (60) days unless extended by mutual agreement.

Binding Arbitration. If the dispute is not resolved through mediation, either party may submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in Salt Lake County, Utah. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

Orisan reserves the right to modify these Terms at any time. For material changes, we will provide at least thirty (30) days' advance notice via email to the address associated with your account.

Non-material changes, such as formatting updates or clarifications that do not alter your rights or obligations, may be made without advance notice and will be effective upon posting.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Service and may terminate your account in accordance with Section 13.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

These Terms, together with any executed BAA, service order, or subscription agreement, constitute the entire agreement between you and Orisan regarding the subject matter hereof and supersede all prior or contemporaneous communications, representations, and agreements, whether written or oral.

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. A waiver of any provision on one occasion shall not constitute a waiver of that provision on any other occasion.

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Orisan. Orisan may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

If you have questions about these Terms of Service, please contact us at: