Master Subscription Agreement & Software Terms of Service

1. Acceptance of Terms & Entity Eligibility

This Master Subscription Agreement ("Agreement") is entered into by and between CodesForMD ("CodesForMD", "we", "us") and the healthcare organization, hospital, clinical practice, laboratory, pharmacy, or authorized individual agreeing to these terms ("Customer", "you").

By signing an Order Form, registering an account, or accessing our clinical applications, you certify that:

• You have the legal authority to bind your healthcare entity to this Agreement.
• Your organization is properly licensed and registered in the jurisdiction in which it delivers healthcare services.
• You agree to comply with all applicable local, state, and federal healthcare laws, including the Health Insurance Portability and Accountability Act (HIPAA).

2. Clinical Decision Support & Professional Medical Disclaimer

All clinical features—including but not limited to drug-drug interaction alerts, automated ICD-10 suggestions, triage calculators, and lab delta alarms—are decision-support aids designed for licensed healthcare professionals.

The ultimate professional responsibility for patient diagnosis, treatment planning, prescription dispensing, and clinical care remains exclusively with the licensed healthcare practitioners treating the patient.

3. Software License Grant & Authorized Users

Subject to the terms of this Agreement and payment of applicable subscription fees, CodesForMD grants Customer a non-exclusive, non-transferable, revocable right to access and use the software modules specified in Customer's Order Form.

Authorized Users: Only employees, affiliated physicians, contracted clinicians, and administrative staff designated by Customer may hold user credentials. Customer agrees that:

• User credentials may not be shared among multiple individuals.
• Multi-Factor Authentication (MFA) must be enforced for all users accessing Protected Health Information (PHI).
• Customer must promptly deactivate credentials for departing staff or contractors.

4. Client Data Ownership & Intellectual Property

Customer Data Ownership: As between CodesForMD and Customer, Customer owns all right, title, and interest in and to all clinical patient records, diagnostic data, notes, images, billing histories, and administrative data entered into the software ("Customer Data"). CodesForMD claims zero ownership interest in Customer Data.

CodesForMD Intellectual Property: CodesForMD retains all ownership, patents, trademarks, and copyright in the software architecture, algorithms, UI designs, documentation, and database schemas. Customer shall not reverse engineer, decompile, or create derivative works based on the platform.

5. Service Level Agreement (SLA) & Uptime Commitments

We understand that hospital emergency departments and surgical wards operate 24/7/365. CodesForMD commits to the following availability standards:

* Uptime excludes scheduled maintenance windows conducted during off-peak weekend hours (Sunday 02:00–04:00 AM local time) with at least 72 hours prior notification to hospital administrators.

6. Security Obligations & HIPAA BAA Incorporation

Both parties commit to upholding rigorous healthcare cybersecurity standards:

• CodesForMD incorporates the standard HIPAA Business Associate Agreement (BAA) into this Agreement, committing to administrative, physical, and technical safeguards under 45 CFR Part 164.
• Customer is responsible for maintaining secure local network endpoints, workstation timeout locks in clinical wards, and physical access controls to medical hardware.

7. Subscription Fees, Invoicing & Payment Terms

Customer agrees to pay all fees set forth in the applicable Order Form. Unless otherwise specified:

• Subscription fees are invoiced annually or monthly in advance.
• Enterprise invoices carry standard Net-30 payment terms from invoice issuance.
• Past-due balances exceeding 45 days may result in suspension of non-critical administrative services after written notice; under no circumstances will acute inpatient emergency services be terminated without 30 days prior escalation to clinical leadership.

8. Term, Termination & Data Portability Guarantee

Term: This Agreement commences on the effective date of the initial Order Form and continues for the subscription term specified therein (typically 12, 24, or 36 months), automatically renewing unless either party provides 60 days advance written notice.

Unrestricted Data Portability: Upon termination of this Agreement for any reason, CodesForMD guarantees complete, unencumbered extraction of all Customer Data. We provide standardized digital exports (FHIR JSON bundles, C-CDA XML clinical summaries, and encrypted SQL database dumps) within 30 days of termination with zero data hostage fees.

9. Limitation of Liability & Indemnification

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, punitive, or consequential damages. CodesForMD agrees to defend and indemnify Customer against any third-party claims alleging that the software infringes any valid copyright, patent, or trade secret.

10. Frequently Asked Questions