Terms & Conditions

1The agreement

By using the Website or the Service, or by clicking to accept these terms where that option is presented, you accept and agree to be bound by these Terms of Use and our Privacy Policy, each incorporated here by reference. If you do not agree, you must not access or use the Website or the Service.

Where your organization has signed a separate written Customer Agreement, Order Form, or Business Associate Agreement with ProbityCare, those documents control to the extent they conflict with these terms.

2Definitions

3Changes to these terms

We may revise and update these Terms of Use from time to time in our sole discretion. Non-material changes — clarifications, corrections, and updates to contact details — are effective when posted.

For material changes that reduce your rights or increase your obligations, we will give at least 30 days advance notice by email to your account’s administrative contact and by notice within the Service. Your continued use after the notice period means you accept the revised terms. Changes to the dispute resolution provisions will not apply to any dispute for which the parties had actual notice before the change was posted.

We keep a dated revision history at the foot of this page so you can see what changed and when.

4Eligibility and authority

The Service is intended for use by healthcare organizations and their workforce. It is not directed to children, and the Website is not intended for anyone under 18. By accepting these terms on behalf of an organization, you represent that you are at least 18 years old and have authority to bind that organization.

The Service is offered only in the United States and its territories. We make no representation that the Website or Service is appropriate or available for use outside the United States.

5Accounts and security

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. Availability commitments for the paid Service are addressed in Section 16 and in your Customer Agreement.

You are responsible for:

• Making all arrangements necessary for you to access the Website and Service.
• Ensuring that everyone who accesses the Website or Service through your connection or your organization is aware of these terms and complies with them.
• Provisioning and promptly deprovisioning Authorized Users, and assigning each the minimum role necessary for their job function.

It is a condition of your use that all information you provide is correct, current, and complete. If you choose, or are provided with, a user name, password, or other credential, you must treat it as confidential and must not disclose it to anyone else. Accounts are personal to the individual named on them and must not be shared between staff members.

We have the right to disable any user name, password, or other identifier at any time in our sole discretion, including if in our opinion you have violated any provision of these terms or the security of the Service is at risk.

6SMS and authentication messages

By providing your mobile phone number and opting in, you agree to receive SMS messages for the purpose of two-step authentication. These messages are essential to accessing and securing your account. Message and data rates may apply according to your plan with your mobile carrier. Message frequency varies with your sign-in activity.

You can opt out at any time by adjusting your user settings, by replying STOP, or by following the opt-out instructions in the message. Reply HELP for assistance. Opting out of authentication messages may prevent you from signing in and will reduce the security of your account. We do not send marketing messages to numbers enrolled for authentication, and we never include PHI in an SMS message.

7Intellectual property rights

The Website and the Service, and their entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. This section does not apply to Customer Data, which is addressed in Section 10.

These terms permit you to use the Website for your personal, non-commercial use, and to use the Service for your organization’s internal business purposes under your subscription. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material on the Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to accessing and viewing them.
• You may store files that are automatically cached by your browser for display.
• You may print or download one copy of a reasonable number of pages for your own personal, non-commercial use, and not for further reproduction or distribution.
• If we provide desktop or mobile applications, you may download a single copy to your device for your own use, subject to the applicable end user license agreement.

You must not:

• Modify copies of any materials from the Website.
• Use any illustrations, photographs, video or audio sequences, or graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials.

If you wish to make any use of Website material beyond what this section permits, please send your request to legal@probitycare.com.

Feedback

If you send us suggestions, feature requests, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you. We are not obliged to keep feedback confidential.

8Trademarks

The Company name and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

9Prohibited uses

You may use the Website and Service only for lawful purposes and in accordance with these terms. You agree not to:

• Use them in any way that violates any applicable federal, state, local, or international law or regulation, including HIPAA, 42 C.F.R. Part 2, and state health privacy laws.
• Exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• Send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards in these terms.
• Transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including junk mail, chain letters, or spam.
• Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website or Service, or which may harm the Company or its users or expose them to liability.
• Reverse engineer, decompile, or disassemble any part of the Service, or attempt to derive its source code, except to the extent this restriction is prohibited by law.
• Scrape, crawl, or bulk-extract data from the Service other than through documented APIs and export tools, or use Customer Data or Service output to train machine learning models outside the Service without our written consent.
• Probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure, without our prior written authorization. To request authorization, contact security@probitycare.com.
• Introduce any virus, trojan, worm, logic bomb, or other malicious code, or use any device, software, or routine that interferes with the proper working of the Service.
• Enter PHI into fields not designated for it, or transmit PHI to us through unsecured channels such as ordinary email, SMS, or public support forums.
• Resell, sublicense, or provide the Service to third parties as a service bureau, except as expressly permitted in your Customer Agreement.

10Customer data and ownership

You grant us a limited, non-exclusive license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, support, and improve the Service for you, and as permitted by the Business Associate Agreement. We do not sell Customer Data, and we do not use PHI for advertising.

De-identified and aggregated data

We may create de-identified data from Customer Data in accordance with 45 C.F.R. § 164.514(b), and use aggregated, de-identified statistics to operate, benchmark, secure, and improve the Service. Any such data will not identify the Customer, an Authorized User, or any individual, and we will not attempt to re-identify it. If your Customer Agreement or BAA restricts this use, that restriction controls.

Accuracy and legal basis

You are responsible for the accuracy, quality, and legality of Customer Data, for having the necessary rights, authorizations, and consents to provide it to us, and for the means by which you acquired it. Records subject to 42 C.F.R. Part 2 require patient consent for most disclosures; you are responsible for obtaining and documenting that consent.

11HIPAA and the Business Associate Agreement

As part of the Service, ProbityCare may perform or assist in performing a function or activity on the Customer’s behalf that involves the use and disclosure of PHI. The parties will use or disclose such PHI as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”), the Standards for Security of Electronic Protected Health Information (the “Security Rule”), and the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”).

By agreeing to these terms, you and ProbityCare agree to be bound by our Business Associate Agreement. You, as the Covered Entity, confirm that you have read and agree to be bound by its terms; ProbityCare, as the Business Associate, agrees to be bound by them as well. Each party agrees to perform its respective obligations as set out in that agreement. See also our HIPAA compliance overview for the safeguards we maintain.

12Telehealth medical services

ProbityCare is designed to facilitate the Customer’s delivery of Telehealth Medical Services. “Telehealth Medical Services” include, without limitation, the delivery of medical care by the Customer to a patient physically located at another site through the use of telecommunications technology that allows providers to remotely see and hear the patient in real time.

You are responsible for determining whether your telehealth practice complies with the licensure, consent, prescribing, and documentation requirements of every state in which you and your patients are located, including any requirements specific to the treatment of substance use disorders.

13No medical advice provided by ProbityCare

The Service does not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the Service is not a substitute for the professional judgment of healthcare providers in diagnosing and treating patients. Any decision support, suggested code, flag, or automated summary the Service produces is informational only and must be reviewed by a qualified professional before it is relied on.

The Customer agrees that it is solely responsible for verifying the accuracy of patient information, obtaining patient consent to use the Service, and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients. The Customer assumes all risks associated with its clinical use of the Service. Neither ProbityCare nor its licensors assume any liability or responsibility for damage or injury (including death) to the Customer, a patient, other persons, or tangible property arising from any use of the Service.

14Customer responsibilities

The Customer is, and will remain, solely responsible for:

1. The provision of Telehealth Medical Services and all other professional medical services and aspects relating to the Customer’s practice of medicine.
2. Documenting the Telehealth Medical Services in the Customer’s clinical records.
3. Billing and collecting for Telehealth Medical Services.
4. Providing notice to and obtaining consent from any third parties relating to the provision of Telehealth Medical Services.
5. Ensuring the Service is used in accordance with applicable instructions and training materials.
6. Obtaining and maintaining the functionality and security of all information technology necessary to access or use the Service, including endpoint security and device management.
7. Complying with applicable laws, rules, regulations, and standards imposed by government healthcare programs, other payors, licensing agencies, and accreditation bodies.
8. Reviewing the accuracy and completeness of all claims, codes, and attestations before submission. ProbityCare provides tooling; the Customer certifies the claim.
9. Configuring roles, permissions, and access reviews within the Service, and removing access promptly when a workforce member departs.

15Third-party services and integrations

The Service interoperates with third parties you choose to enable, such as clearinghouses, payors, laboratories, e-prescribing networks, payment processors, identity providers, and state registries. Those services are governed by their own terms and privacy practices.

When you enable an integration, you authorize us to transmit the relevant Customer Data to that third party on your behalf. We are not responsible for the acts, omissions, availability, or data practices of third-party services, and enabling one may require you to execute your own agreement with that provider. A current list of the subprocessors we use to deliver the Service is maintained on our HIPAA compliance page.

16Availability, support, and changes to the Service

We target 99.9% monthly availability for the production Service, excluding scheduled maintenance and events outside our reasonable control. Any service credits or remedies are as set out in your Customer Agreement; if it does not address them, this target is a goal rather than a warranty.

• Scheduled maintenance is performed in a published low-traffic window with advance notice for anything expected to cause downtime.
• Support is available to Authorized Users at support@probitycare.com during the hours stated in your plan. Do not include PHI in support email.
• Changes. We continually improve the Service. We will not materially reduce the core functionality of a paid module during your term without at least 60 days notice.
• Deprecation. Where we retire an API or integration, we will provide a documented migration path and a reasonable transition period.

17Fees and payment

The Customer must pay all fees specified in the Customer Agreement, and for related services as incurred, as specified on the pricing page. Unless otherwise stated in the Customer Agreement, invoiced charges are due upon receipt. The Customer is responsible for providing complete and accurate billing and contact information and for notifying us of any changes.

The Customer must pay all fees in US dollars by credit card or ACH upon receipt of an invoice. We may suspend or terminate the Service if the Customer has not paid amounts owed when due, following commercially reasonable efforts to send at least five days notice of payment default. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Fees are exclusive of taxes. The Customer is responsible for all sales, use, and similar taxes, excluding taxes on our net income. Fees are non-refundable except as expressly stated in your Customer Agreement or required by law.

Fee changes require 30 days advance email notice to the Customer, and will not take effect before the end of your then-current term. The Customer is responsible for keeping a current email address on file with ProbityCare.

18Term, suspension, and termination

These terms apply for as long as you use the Website or Service. Subscription terms, renewal, and notice periods are governed by your Customer Agreement.

Suspension

We may suspend access, in whole or in part, where there is non-payment after notice, a credible security threat, suspected unauthorized access, or a use that violates Section 9 and risks harm to patients, other customers, or the Service. We will limit suspension to what is necessary and restore access promptly once the cause is resolved.

Termination

Either party may terminate for material breach that remains uncured 30 days after written notice. We may terminate or restrict your use of the Website at any time, without notice, for any or no reason. Termination does not relieve the Customer of accrued payment obligations.

19Data export and deletion on termination

After the export window closes, we will return or destroy PHI in accordance with the Business Associate Agreement. Where return or destruction is infeasible — for example, data held in immutable backups or audit logs required for regulatory purposes — we will extend the protections of the BAA to that data and limit further use to the purposes that make destruction infeasible.

Retention periods for medical records are set by state law and payor requirements and are the Customer’s responsibility to determine. We recommend exporting a full archive before your export window closes.

20Confidentiality

Each party may receive information of the other that is marked confidential or would reasonably be understood to be confidential, including pricing, product roadmaps, security documentation, and business plans. The receiving party will protect it with at least reasonable care, use it only to perform under these terms, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where required by law, giving the other party reasonable advance notice where legally permitted. PHI is governed by the BAA rather than this section.

21Disclaimer of warranties

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT WARRANT THAT THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOTHING IN THIS SECTION LIMITS OUR OBLIGATIONS UNDER THE BUSINESS ASSOCIATE AGREEMENT OR ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

22Limitation of liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO PROBITYCARE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, THAT LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.

23Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these terms, your use of the Website or Service, your Customer Data, or your provision of clinical care.

ProbityCare will defend and indemnify the Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with these terms, infringes a US patent, copyright, or trademark. We may modify or replace the affected functionality, or terminate the affected subscription with a pro-rata refund. This obligation does not apply to claims arising from Customer Data, from combinations with items we did not supply, or from use in violation of these terms.

The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement that imposes obligations on the indemnified party may be made without its consent.

24Dispute resolution

Informal resolution first. Before filing a claim, the parties agree to try to resolve the dispute informally. Send a written description of the dispute to legal@probitycare.com. The parties will confer in good faith for 30 days from receipt.

If the dispute is not resolved, either party may pursue it in the courts identified in Section 25. Each party waives any right to a jury trial. Any claim must be brought within one year after the cause of action arises, to the extent permitted by law; otherwise it is permanently barred.

Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its confidential information, intellectual property, or PHI.

25Governing law and jurisdiction

All matters relating to the Website, the Service, and these terms, and any dispute or claim arising therefrom or related thereto, are governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of or related to these terms, the Website, or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the City of Miami and Miami-Dade County. You and we waive any objection to venue in those courts.

26General provisions

Entire agreement

These Terms of Use, our Privacy Policy, the Business Associate Agreement, any end-user license agreement, and your Customer Agreement constitute the sole and entire agreement between you and ProbityCare Solutions Inc. regarding the Website and Service, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Force majeure

Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and widespread cyberattacks. This does not excuse payment obligations.

Assignment

You may not assign these terms without our prior written consent. Either party may assign them in connection with a merger, acquisition, or sale of substantially all assets, with notice to the other party.

Notices

We may give notice by email to the administrative contact on your account or by posting within the Service. You must send legal notices to legal@probitycare.com and to our address in Section 27.

Severability, waiver, and survival

If any provision is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary and the remaining provisions remain in full force. No waiver of any term is a further or continuing waiver. Sections on intellectual property, customer data, confidentiality, warranties, liability, indemnification, dispute resolution, and governing law survive termination.

Relationship and third parties

The parties are independent contractors. These terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship, and confer no rights on any third party.

Accessibility

We aim to conform to WCAG 2.2 Level AA. If you encounter a barrier on this Website, email support@probitycare.com and we will work with you to provide the information in an accessible form.

27Your comments and concerns

This Website is operated by ProbityCare Solutions Inc.. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to us using the details below. Please do not include PHI in general correspondence.

28Revision history

• August 22, 2026Version 3.0. Corrected the contracting entity and governing law to ProbityCare Solutions Inc., a Florida corporation. Added definitions, customer data ownership, data export and deletion on termination, third-party integrations, availability and support, and confidentiality. Capped and made liability mutual with carve-outs. Added informal dispute resolution and a 30-day notice requirement for material changes.
• February 2023Version 2.0. Added SMS two-step authentication terms, telehealth provisions, and the incorporated Business Associate Agreement.
• June 2021Version 1.0. Initial publication.