Terms and conditions

Version and effective date

1. Introduction

2. Agreement and scope

• These Terms govern your access to and use of the LinkHMS clinic and hospital management software provided as a hosted SaaS service (the “Service”).
• The Service is offered only to businesses and organizations. You are not buying as a consumer.

3. Accounts and responsibilities

• Admin account. You will create an admin account and are responsible for (a) keeping credentials secure, (b) restricting access to authorized staff, and (c) all activity under your accounts.
• Accurate information. You will provide accurate customer, billing, and contact details and keep them updated.
• Your systems. You are responsible for your devices, networks, and local security used by your staff.
• Lawful use. You will use the Service only in compliance with applicable laws and professional obligations (including healthcare recordkeeping rules that apply to you).

4. License to use the Service

• Limited license. During the Term LinkHMS grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal organization operations, for the users/features you have purchased.
• Restrictions. You will not:
  1. copy, modify, or create derivative works of the Service;
  2. reverse engineer, decompile, or attempt to extract source code (except where mandatory law prohibits restriction);
  3. resell, rent, lease, sublicense, or provide the Service to third parties except as permitted for your organization’s internal use;
  4. circumvent usage limits or security controls;
  5. use the Service to build a competing product;
  6. introduce malware or attempt unauthorized access.
• Trial/plan limits. Trial, free, or limited plans may have feature, usage, or time limits. If your trial ends and you do not convert to a paid subscription, your access may be reduced or terminated.

5. Acceptable use

• General. You will not use the Service to:
  1. violate laws or third-party rights;
  2. store or transmit illegal content;
  3. interfere with or disrupt the Service or networks;
  4. attempt to gain unauthorized access or probe vulnerabilities;
  5. send spam or abusive communications.
• Healthcare context. You are responsible for using the Service in a manner consistent with your professional obligations and local healthcare laws (including recordkeeping and patient consent where required).

6. Third-party services and integrations

• Third-party services. The Service may include integrations or links to third-party services. Those services are provided under their own terms and privacy policies.
• No responsibility. LinkHMS is not responsible for third-party services, their availability, security, or content.
• Enabling integrations. If you enable an integration, you authorize LinkHMS to exchange data with the third party as needed to provide the integration.

7. Customer Data

• Customer Data. “Customer Data” means data you or your users submit to the Service, including patient data.
• Your responsibilities. You are responsible for the legality of Customer Data, including having appropriate rights, consents, and notices.
• Ownership. As between the parties, you own Customer Data. LinkHMS does not claim ownership of Customer Data.

8. User Content

• User Content. “User Content” means content you post publicly (if any), such as reviews, testimonials, or community posts, excluding Customer Data.
• License to LinkHMS. You grant LinkHMS a worldwide, non-exclusive, royalty-free license to use, reproduce, display, distribute, and create excerpts from your User Content for marketing and promotional purposes relating to the Service.

9. Usage statistics and telemetry

• Usage Data. The Service generates technical and usage data such as logs, device and browser information, performance metrics, feature usage events, and configuration and security signals (“Usage Data”). Usage Data does not include the contents of patient medical notes or similar free-text clinical content fields.
• How LinkHMS uses it. LinkHMS may process Usage Data to provide, secure, maintain, support, and improve the Service, including capacity planning, debugging, fraud prevention, and analytics.
• Aggregated and de-identified data. LinkHMS may create aggregated or de-identified data derived from Usage Data or Customer Data (where permitted by law and the DPA) and may use it for benchmarking and product improvement. Aggregated/de-identified data will not identify you or any patient.

10. Data protection (patient data)

• Roles. For patient/patient-health data entered by you: you are the Data Controller and LinkHMS is the Data Processor. For LinkHMS business administration data (admin users, billing contacts, support contacts): LinkHMS is the Data Controller.
• DPA governs. Any processing of personal data (especially patient health data) under these Terms is governed by the LinkHMS Data Processing Addendum (“DPA”), incorporated by reference. If there is a conflict between these Terms and the DPA on personal data processing, the DPA controls.
• Subprocessors and hosting. The Service may use vetted subprocessors, with limited, logged access when needed, as described in the DPA.
• Regional deployments. LinkHMS aims to deploy regionally (for example: EU hosting for EU clinics; Africa region for African clinics) based on the country/region you select. The DPA describes applicable data location and transfer mechanisms.

11. Privacy Policy (LinkHMS business data)

12. Confidentiality

• Confidential Information. Non-public information disclosed by either party that is marked confidential or should reasonably be understood as confidential, including product, security, pricing, and technical information. Customer Data is your Confidential Information.
• Obligations. Each party will protect the other’s Confidential Information using reasonable measures and will use it only to perform under these Terms.
• Permitted disclosures. A party may disclose Confidential Information to its personnel and contractors who need it and are bound by confidentiality obligations. Disclosure may also occur if required by law (with notice when legally permitted).

13. Fees, billing, taxes, non-payment

• Fees. You will pay the fees shown in your order, plan page, invoice, or checkout flow. Unless stated otherwise, fees are billed in advance and are non-refundable.
• Taxes. Fees are exclusive of applicable taxes, which you will pay unless you provide a valid exemption.
• Payment terms. You authorize LinkHMS (or its collection agents) to charge your payment method for recurring fees. If you pay by invoice, invoices are due as stated on the invoice.
• Late payment and suspension. If payment is overdue, LinkHMS may (a) suspend access to the Service after giving at least 1 day notice (unless law requires otherwise), and (b) charge reasonable late fees or interest where permitted by law.
• Collection agent. Local legal entities may process or collect payments on LinkHMS’s behalf. Your obligation to pay remains to LinkHMS.

14. Term

• These Terms start when you click “Accept” (or otherwise indicate acceptance) and continue until terminated.
• If you purchase a subscription with a fixed term, it will renew as stated in your checkout/order flow unless you cancel before renewal.

15. Termination, suspension, data return, inactive account deletion

• Termination for convenience. You may cancel at any time effective at the end of your current paid billing period (unless your order specifies a longer committed term).
• Termination for cause. Either party may terminate if the other materially breaches these Terms and does not cure within 30 days of written notice. LinkHMS may terminate immediately for unlawful use, security risk, or repeated non-payment.
• Suspension. LinkHMS may suspend access (instead of terminating) for security, legal compliance, or non-payment. Where practical, LinkHMS will give notice and will restore access promptly once the issue is resolved.
• Customer Data export. During an active subscription and for 30 days after termination of a paid subscription, you can export Customer Data using available export tools (if any) or by requesting an export from support, if offered.
• Deletion after termination (paid subscriptions). After the post-termination period, LinkHMS will delete or de-identify Customer Data within a reasonable period, except to the extent retention is required by law or permitted by the DPA. Backup retention cycles may apply as described in the DPA.
• Inactive accounts (unpaid/never paid). LinkHMS may delete accounts that have been inactive for 6 months (no logins and no meaningful Service use). Where practical, LinkHMS will provide notice before deletion to the admin email on file. If the account is deleted, any data in that unpaid account may be deleted.

16. Communications and marketing

• Service messages. LinkHMS may send transactional and service-related messages (for example: security alerts, billing notices, password resets, product changes). You cannot opt out of service messages while you keep an account, except by closing the account.
• Marketing. By creating an account (including a trial), you agree that LinkHMS may send you product news, tips, offers, and other marketing communications using the contact details on file, where permitted by applicable law.
• Opt-out. You can opt out of marketing at any time using the unsubscribe link in a message or by contacting support.

17. Intellectual property

• LinkHMS IP. LinkHMS and its licensors own the Service and all related intellectual property. No rights are granted except as expressly stated.
• Feedback. If you give suggestions or feedback, LinkHMS may use it without restriction or obligation.
• Customer logo and name. You grant LinkHMS a worldwide, non-exclusive, royalty-free right to use your name and logo to identify you as a customer (for example on LinkHMS websites, presentations, and sales materials).

18. Indemnity

• By Customer. You will indemnify and hold harmless LinkHMS, its affiliates, and their directors, officers, employees, and contractors from and against any third-party claim, demand, suit, or proceeding arising out of or related to:
  1. Customer Data (including allegations that Customer Data, or your collection/use of it, violates law or third-party rights);
  2. your or your users’ use of the Service in violation of these Terms or applicable law; or
  3. your products, services, or professional services delivered to patients (to the extent the claim is not caused by LinkHMS’s breach of these Terms or the DPA).
• Process. LinkHMS will (a) promptly notify you of the claim, (b) allow you to control the defense and settlement, and (c) provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes obligations on LinkHMS without LinkHMS’s prior written consent.

19. Minimal warranties and disclaimers

• Service provided as-is. The Service is provided “as is” and “as available”.
• No medical advice. The Service is an administrative tool. It does not provide medical advice or clinical decision-making. You are responsible for clinical decisions and for verifying outputs.
• Disclaimer. To the maximum extent permitted by law, LinkHMS disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Availability. LinkHMS does not guarantee uninterrupted operation, but will use reasonable efforts to maintain availability and security.

20. Liability (cap and exclusions)

• Exclusions. To the maximum extent permitted by law, LinkHMS is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or business interruption.
• Cap. To the maximum extent permitted by law, LinkHMS’s total liability under these Terms (in contract, tort, or otherwise) is capped at the fees paid (or payable) by you for the Service in the 12 months before the event giving rise to the claim.
• Non-excludable liability. Nothing in these Terms limits liability that cannot be limited under applicable law (for example, fraud or willful misconduct).

21. Force majeure

22. Notices

• How notices are sent. LinkHMS may provide notices by email to the admin or billing email on file and/or through in-app notices. You are responsible for keeping those emails current.
• When notices are effective. Notices are effective when sent (email) or when posted in-app.
• Contact. Any notices can be sent to contact@linkhms.com

23. Governing law and venue

24. Evidence of acceptance (click-wrap records)

25. Waiver

• No waiver by delay. A party’s failure or delay to enforce any right or provision is not a waiver.
• Writing required. Any waiver must be in writing and signed by the waiving party.
• One-time only. A waiver of any breach is not a waiver of any other breach or any later breach.

26. Miscellaneous

• Assignment. You may not assign these Terms without LinkHMS’s written consent. LinkHMS may assign these Terms as part of a merger, acquisition, reorganization, or sale of assets.
• Severability. If a provision is unenforceable, the rest remains in effect.
• Order of precedence. If you have an order form or checkout plan that conflicts with these Terms on commercial terms (pricing, seat counts, term length), the order/plan controls for those commercial terms. The DPA controls for personal data processing.
• Entire agreement. These Terms plus the DPA and any order/plan details are the entire agreement regarding the Service.