Terms

The short version

The clauses below are the agreement. This is what they add up to.

01The agreement

These Terms, the Business Associate Agreement, and the order form recording tier and locations together form the whole agreement. Where they conflict, the BAA governs anything touching protected health information and the order form governs price.

Nothing in a purchase order or procurement portal adds terms unless signed by both parties.

02The pilot

• A new practice may run a ninety-day pilot at one month of the subscription price for its tier.
• That fee is credited in full against the first invoice if the practice continues.
• Checkpoints at day thirty and day sixty. Success criteria are agreed in writing before go-live and recorded on the order form.
• The pilot may extend beyond ninety days by written agreement where the measurement genuinely needs longer.

03Subscription, renewal and price

• Billed per location, monthly, in advance. Unlimited staff accounts within a location.
• Month to month. No minimum term. Cancel effective at the end of the current period.
• Price changes take at least sixty days’ notice and never apply mid-period.
• No setup fee, no interface charge, no percentage of collections, no per-envelope signature charge.
• Adding a location adds a subscription. Nothing is metered by patient volume or transaction count.

04Who owns what

The practice owns its data. The patient owns their record. Hylexa owns the software. That sentence is the whole of this section and everything below is elaboration.

• Hylexa claims no ownership of clinical or business data entered by the practice or its patients.
• Hylexa uses that data only to provide the service. Never sold, never disclosed to advertisers, never used for any purpose the BAA does not permit.
• Customer data is not used to train models, neither Hylexa’s nor a third party’s, without separate written consent that can be withdrawn.
• Aggregate, de-identified statistics may be used to improve the service. De-identification follows the HIPAA standard, not an informal one.
• Export is available throughout the term and for ninety days after termination, in a standard format.

05What the practice is responsible for

• Clinical decisions. Hylexa records and displays; it does not practise medicine.
• The accuracy of what its staff enter and confirm.
• Who holds an account, and revoking access when someone leaves.
• Its own obligations as a covered entity, including notices of privacy practices and patient rights.
• Verifying that a person presenting as a guardian holds authority to consent.

06Availability

Maintenance is notified at least five days in advance and scheduled outside clinic hours where possible.

07Warranties and their limits

Hylexa warrants that the service will perform materially as described in its documentation, and that it will maintain the safeguards required by the BAA. Everything beyond that is disclaimed to the extent the law allows, including implied warranties of merchantability and fitness for a particular purpose.

08Liability

• Each party’s aggregate liability is capped at the fees paid in the twelve months preceding the claim, which is the market standard.
• Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits.

Where the cap does not apply

• Breach of confidentiality obligations
• A party’s indemnity obligations
• Gross negligence or wilful misconduct
• Anything the law does not permit to be limited

09Termination

• Either party may terminate for convenience at the end of a billing period.
• Either may terminate immediately for material breach not cured within thirty days.
• On termination Hylexa returns or destroys PHI as the BAA directs, and provides export for ninety days.

10The rest

• Confidentiality both ways.
• Assignment only with consent, except on a change of control.
• Changes to these Terms take thirty days’ notice; continued use is acceptance, and a practice that objects may terminate without penalty.

Who we are, and which law applies

Hylexa is operated by Spaunder LLC, trading as SpaunderTech. These Terms are governed by the laws of the State of California and of the United States, without regard to conflict-of-law rules, and the courts of California are the venue for any dispute.

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