Terms of Service

• “Customer” means the healthcare organisation or entity that subscribes to the Services under an Order Form or written agreement with Oximetrics.
• “User” means any individual authorised by a Customer to access the Services, including hospital administrators, department administrators, and read-only report recipients.
• “Customer Data” means all data, including provider rosters, FTE allocations, taxonomy, and amendment records, submitted to or generated within the Services by or on behalf of a Customer.
• “Order Form” means a written ordering document or online order specifying the Services, subscription term, and applicable fees.
• “Documentation” means Oximetrics's standard technical documentation for the Services as updated from time to time.

• Oximetrics grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term solely for the Customer's internal clinical workforce management purposes.
• Customers are responsible for (a) maintaining the confidentiality of all User credentials, (b) ensuring Users comply with these Terms, and (c) all activities that occur under their accounts.
• Customers must promptly notify Oximetrics at security@oximetrics.com of any suspected unauthorised access or security breach.
• Accounts may not be shared across individuals. Each User must have a unique login credential.
• Oximetrics reserves the right to suspend access to any account that poses a security risk or is in material breach of these Terms, with or without prior notice depending on the severity of the breach.

You agree not to, and not to permit Users to:

• Use the Services for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation, including HIPAA.
• Attempt to gain unauthorised access to any portion of the Services or any other systems or networks connected to the Services.
• Use automated means (bots, scrapers, crawlers) to access or interact with the Services without Oximetrics's express written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform.
• Upload or transmit any content that is unlawful, harmful, fraudulent, defamatory, or that infringes any third-party intellectual property rights.
• Resell, sublicense, or otherwise make the Services available to any third party not authorised under the applicable Order Form.
• Interfere with or disrupt the integrity or performance of the Services or related infrastructure.

The Services are designed to support healthcare organisations subject to HIPAA. Where the Services involve the processing of Protected Health Information (“PHI”) on behalf of a Customer:

• A Business Associate Agreement (“BAA”) must be in place between Oximetrics and the Customer prior to any processing of PHI. The BAA is incorporated by reference into these Terms where applicable.
• The Customer represents that it is the “Covered Entity” (or Business Associate acting on behalf of a Covered Entity) with authority to disclose PHI to Oximetrics under HIPAA.
• Oximetrics will use and disclose PHI only as permitted by the BAA and applicable law, and will implement the safeguards required by the HIPAA Security Rule.
• Customers are solely responsible for obtaining all necessary patient authorisations or consents required under applicable law before uploading any PHI to the platform.

As between Oximetrics and the Customer, the Customer retains all ownership rights in Customer Data. The Customer grants Oximetrics a limited, worldwide, royalty-free licence to process Customer Data solely to provide and improve the Services, as described in the Privacy Policy and any applicable BAA.

Oximetrics does not sell, licence, or otherwise commercialise Customer Data. Upon request following contract termination, Oximetrics will provide Customer Data in a structured, machine-readable format and will securely delete or return it in accordance with the BAA and applicable data retention obligations.

• Subscription fees are set out in the applicable Order Form and are due in accordance with the payment terms specified therein.
• All fees are non-refundable except as expressly stated in the Order Form or required by applicable law.
• Oximetrics reserves the right to suspend access to the Services for non-payment upon ten (10) days' written notice.
• Subscriptions automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
• Oximetrics may adjust pricing for renewal terms upon sixty (60) days' prior written notice.

The Services, including all software, algorithms, interfaces, designs, and documentation, are and remain the exclusive intellectual property of Oximetrics, Inc. These Terms do not grant the Customer any ownership interest in the Services. The Oximetrics name, logo, and all related marks are trademarks of Oximetrics, Inc. Any feedback or suggestions provided by the Customer or Users regarding the Services may be used by Oximetrics without restriction or compensation.

Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with the Services (“Confidential Information”) using at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Neither party will disclose Confidential Information to any third party without prior written consent, except to its employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. This obligation survives termination of these Terms for three (3) years, except that trade secrets are protected indefinitely.

Oximetrics warrants that the Services will perform materially in accordance with the Documentation during the subscription term. Oximetrics's sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable period, to provide a pro-rata refund of prepaid fees for the affected period.

Except as expressly set forth herein, the Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Oximetrics does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.

To the maximum extent permitted by applicable law, in no event will Oximetrics be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or damages for loss of profits, revenue, data, business, goodwill, or anticipated savings, even if Oximetrics has been advised of the possibility of such damages. Oximetrics's total cumulative liability arising out of or relating to these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct.

Customer agrees to indemnify, defend, and hold harmless Oximetrics and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (a) Customer's or any User's use of the Services in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party right; or (c) Customer's violation of any applicable law or regulation, including HIPAA.

• These Terms commence on the date of first access and remain in effect for the duration of the subscription term specified in the Order Form, unless earlier terminated.
• Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.
• Oximetrics may terminate or suspend the Services immediately upon written notice if the Customer fails to pay undisputed fees, violates the acceptable use policy, or poses a risk to platform security.
• Upon termination, Customer's right to access the Services ceases immediately. Customer Data will be handled in accordance with Section 5 and the applicable BAA.
• Sections 5, 7, 8, 9, 10, 11, 13, and 14 survive termination of these Terms.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Any dispute arising out of or relating to these Terms that cannot be resolved informally within thirty (30) days of written notice will be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration will be conducted in English in the United States. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party waives any right to participate in any class action, collective arbitration, or representative proceeding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

• Entire Agreement: These Terms, together with any applicable Order Form, BAA, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings.
• Modifications: Oximetrics may update these Terms from time to time. Material changes will be communicated via email or in-platform notification at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any right under these Terms does not constitute a waiver of future enforcement of that right.
• Assignment: Customer may not assign these Terms without Oximetrics's prior written consent. Oximetrics may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force Majeure: Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government actions, or internet outages.
• Notices: Legal notices must be sent to Oximetrics at legal@oximetrics.com and to the Customer at the email address on file.