This Master SaaS Services Agreement ("Agreement") governs Subscriber's access to and use of DigiDoc's multi-tenant operations, compliance, and clinical management platform.
Subscriber receives an auto-approved 30-day trial of the DigiDoc platform. Following Day 30, the account enters a 7-day administrative grace period (Days 31–37) to permit uninterrupted transition to a paid subscription tier. Access following Day 37 requires an active paid subscription tier. Subscriber acknowledges and agrees that having been granted a full 30-day trial period to test, evaluate, inspect, and verify the platform’s functionality, workflows, and output, Subscriber accepts the platform in its current state upon transitioning to a paid subscription tier.
Provider maintains logical tenant database isolation ensuring Subscriber data is isolated from all other organizations. All data is encrypted at rest (AES-256) and in transit (TLS 1.3). Provider enforces role-based access control, session timeouts, and continuous automated auditing.
This Agreement governs both healthcare and non-healthcare organizational subscribers. If and to the extent Subscriber is a "Covered Entity" or "Business Associate" subject to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and creates, receives, maintains, or transmits Protected Health Information ("PHI") within the platform, this Agreement incorporates by reference the digitally executed HIPAA Business Associate Agreement (BAA). For non-healthcare subscribers (including general field service, education, religious, and non-clinical HR/staffing clients) who do not create, receive, maintain, or transmit PHI, the BAA shall not apply.
Provider is a software platform vendor and does not engage in the practice of medicine, nursing, pharmacy, or any clinical discipline. The platform is strictly an administrative, operational, documentation, and compliance support tool. All clinical decisions, triage assessments, prescription verifications, patient care plans, acuity classifications, and staffing determinations remain under the exclusive professional judgment, control, and legal responsibility of Subscriber and its licensed healthcare personnel. Subscriber retains sole and non-delegable legal and regulatory responsibility for maintaining full operational compliance with all federal, state, and local laws, including requirements enforced by the Centers for Medicare & Medicaid Services (CMS), state departments of public health (e.g., CDPH Title 22), the Joint Commission (TJC), and the Accreditation Commission for Health Care (ACHC). Platform utilization does not substitute for independent compliance verification or physical documentation requirements.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DIGIDOC PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT IT HAS BEEN PROVIDED A 30-DAY TRIAL PERIOD TO EVALUATE THE SUITABILITY, ACCURACY, AND PERFORMANCE OF THE PLATFORM AND ACCEPTS THE PLATFORM "AS IS" AND "WITH ALL FAULTS" UPON SUBSCRIBING TO A PAID TIER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
(a) Waiver of Consequential and Indirect Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER (OR ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES) BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THIS WAIVER INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, CLINICAL SYSTEM INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, STATUTORY OR ADMINISTRATIVE FINES, CIVIL MONEY PENALTIES, STATE OR CMS CITATIONS, IMMEDIATE JEOPARDY (IJ) FINDINGS, OR ENFORCEMENT ACTIONS ASSESSED BY ANY GOVERNMENTAL OR REGULATORY BODY, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Aggregate Liability Cap: PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE PLATFORM, OR ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY (OR ONE HUNDRED DOLLARS ($100.00 USD) IF THE INCIDENT OCCURS DURING A FREE TRIAL, PILOT, OR UNPAID PERIOD). THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
(a) Provider Indemnification: Provider shall defend, indemnify, and hold harmless Subscriber and its officers, directors, and employees from and against any third-party claims, suits, or proceedings alleging that Subscriber's authorized use of the DigiDoc software platform directly infringes any valid United States patent, copyright, or trademark, and Provider shall pay damages finally awarded by a court of competent jurisdiction or agreed to in a written settlement approved by Provider. Provider's indemnification obligations under this subsection do not apply to claims arising from: (i) Subscriber's misuse or unauthorized modification of the platform; (ii) combination of the platform with third-party software, data, or hardware not authorized by Provider; or (iii) Subscriber Data or clinical content.
(b) Subscriber Indemnification: Subscriber shall defend, indemnify, and hold harmless Provider, its members, managers, officers, employees, and agents from and against any and all third-party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) any breach of Subscriber's obligations under HIPAA, HITECH, or applicable state privacy and data security laws; (ii) compromised, leaked, or mishandled administrative credentials or user authentication secrets by Subscriber or its workforce; (iii) any allegation of medical malpractice, clinical error, nursing deficiency, negligent care, or patient harm; or (iv) Subscriber's violation of applicable law or the rights of any patient, employee, or third party.
(a) Provider Coverage: Provider shall maintain throughout the term of this Agreement: (i) Commercial General Liability insurance; and (ii) Technology Errors & Omissions (E&O) and Cyber Liability insurance with policy limits of not less than One Million Dollars ($1,000,000 USD) per occurrence and in the aggregate.
(b) Subscriber Coverage: Subscriber shall maintain throughout the term of this Agreement: (i) Commercial General Liability insurance with policy limits of not less than One Million Dollars ($1,000,000 USD) per occurrence and in the aggregate; and (ii) First-Party Cyber Liability insurance with policy limits of not less than One Million Dollars ($1,000,000 USD) in the aggregate.
(c) Healthcare Professional Liability: For Subscribers providing healthcare, hospice, palliative, home health, clinical triage, or nursing services, Subscriber shall additionally maintain Medical Malpractice / Healthcare Professional Liability insurance with policy limits of not less than One Million Dollars ($1,000,000 USD) per claim and Three Million Dollars ($3,000,000 USD) annual aggregate. Non-healthcare administrative, field service, and general HR/staffing subscribers are exempt from this healthcare professional liability requirement.
Subscriber is solely responsible for: (i) Maintaining the confidentiality of administrative credentials and user authentication secrets; (ii) Enforcing organizational multi-factor authentication (MFA) and access revocation upon employee termination; (iii) Ensuring authorized end-user compliance with HIPAA, HITECH, and state privacy laws; and (iv) Maintaining physical, printed hard-copy records and independent offline operational continuity plans.
Mandatory Backup Requirement: Subscriber explicitly acknowledges that DigiDoc is a cloud-based web application and should not serve as Subscriber’s sole operational or compliance record. Subscriber is strictly required to print and maintain physical, hard-copy binders for critical operational data—including emergency preparedness plans, active patient/client rosters, personnel credential matrices, and governing body documentation—onsite at Subscriber’s physical facilities. Subscriber agrees that maintaining printed paper redundancies is Subscriber’s sole legal obligation, and Provider shall bear zero liability for any regulatory citations, audit failures, or Immediate Jeopardy findings resulting from platform unavailability, local internet failure, or lack of printed documentation during an audit or emergency.
Provider shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, extreme weather events, war, terrorism, civil unrest, labor disputes, telecommunication or electrical failures, cyber warfare or distributed denial-of-service (DDoS) attacks executed despite commercial best practices, or upstream disruptions of third-party infrastructure providers (including Google Cloud Platform, Amazon Web Services, Twilio, or Stripe).
This Agreement and any disputes arising out of or related hereto shall be governed exclusively by and construed in accordance with the laws of the State of California, United States, without regard to conflicts of law provisions. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts situated in Orange County, California. If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.