Terms of Use

ClinicianCore Terms of Use for Healthcare Professionals, Organizations, and Authorized Users

These Terms of Use (“Terms”) govern access to and use of the ClinicianCore website, applications, platform, and related services (collectively, the “Services”).

ClinicianCore is a platform owned and operated by Healthcare Provider Network, Inc. (“Healthcare Provider Network,” “ClinicianCore,” “we,” “us,” or “our”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are accessing or using ClinicianCore on behalf of a healthcare organization or other entity, you represent that you are authorized to do so and that you have authority to bind that organization to these Terms where applicable.

1. Platform Purpose and Scope

ClinicianCore is a unified clinical communication platform designed to support healthcare organizations with secure communication, privacy, and security practices.

ClinicianCore serves as secure communication and coordination infrastructure for healthcare organizations and authorized users.

ClinicianCore does not provide:

• Medical care
• Diagnosis or treatment
• Telehealth services
• Medical advice
• Medical coding
• Medical billing
• Emergency medical services
• Clinical decision-making

Clinical decisions, patient care, documentation, coding, billing, reimbursement, and professional judgment remain the responsibility of the applicable licensed healthcare professionals and healthcare organizations.

Use of ClinicianCore does not replace an organization’s clinical, legal, regulatory, privacy, security, documentation, or information-governance policies.

2. Acceptance of These Terms

By accessing or using the Services, you agree to these Terms and any applicable policies, agreements, or service-specific terms incorporated into them.

These may include:

• The ClinicianCore Privacy Policy
• The ClinicianCore Security & Compliance policy
• SMS/Text Messaging Terms and Conditions
• Applicable Business Associate Agreements
• Applicable customer, subscription, order, or service agreements
• Other terms presented for specific Services or functionality

If you do not agree to these Terms, you must not access or use the Services.

Where a separate written agreement between ClinicianCore and a healthcare organization governs a particular Service, that agreement may control to the extent of any conflict with these Terms.

3. Eligibility and Authorized Use

ClinicianCore is intended primarily for healthcare professionals, healthcare organizations, administrators, and other authorized members of clinical, administrative, operational, or professional teams.

You may use the Services only if:

• You are legally permitted to enter into these Terms.
• You have appropriate authorization to access the applicable Services.
• You use the Services for lawful and authorized purposes.
• You comply with applicable laws, regulations, professional obligations, and organizational policies.

Healthcare organizations are responsible for determining which individuals are authorized to access their ClinicianCore environment.

4. Healthcare Organization Responsibilities

Healthcare organizations using ClinicianCore remain responsible for their own:

• Privacy practices
• Security policies
• HIPAA compliance programs
• Workforce policies
• Risk assessments
• Access-management practices
• Record-retention requirements
• Documentation requirements
• Clinical workflows
• Information-governance practices
• Billing and coding practices
• Regulatory obligations

ClinicianCore provides technology, safeguards, and administrative capabilities designed to support secure healthcare communication.

Use of ClinicianCore does not, by itself, make an organization compliant with HIPAA or any other law or regulation.

Security and compliance are shared responsibilities between ClinicianCore and the healthcare organization.

5. HIPAA and Business Associate Agreements

ClinicianCore is designed to support healthcare organizations subject to HIPAA and other applicable healthcare privacy and security requirements.

Where ClinicianCore acts as a Business Associate, a Business Associate Agreement (BAA) may be provided as appropriate to the applicable relationship, Services, and contractual requirements.

Where a BAA applies, the parties’ obligations concerning PHI are governed by the BAA and applicable law.

Healthcare organizations remain responsible for determining whether and how ClinicianCore fits within their own HIPAA compliance program.

ClinicianCore is not a healthcare organization’s Notice of Privacy Practices.

6. Privacy and Data Protection

ClinicianCore’s collection, use, disclosure, retention, and protection of information are described in the ClinicianCore Privacy Policy.

The Privacy Policy addresses, among other matters:

• Personal information
• PHI
• Consumer health data
• Account information
• Technical information
• Cookies and analytics
• Data sharing
• Data retention
• Data deletion
• Privacy rights
• Security incidents
• AI-assisted functionality
• Third-party service providers

The Privacy Policy is incorporated into these Terms by reference where applicable.

7. Security

ClinicianCore maintains administrative, technical, and organizational safeguards designed to protect information against unauthorized access, use, disclosure, alteration, or loss.

Depending on the applicable Service and functionality, safeguards may include:

• Encryption
• Authentication controls
• Role-based access controls
• Multi-factor authentication
• Access management
• Monitoring
• Audit and accountability controls
• Vulnerability management
• Security testing
• Incident response procedures
• Backup and recovery controls
• Administrative and organizational safeguards

Security measures may vary depending on the applicable Service, functionality, technology environment, and intended use.

Additional information is available in the ClinicianCore Security & Compliance policy.

8. Account Registration and Security

You may be required to create or receive an account to access certain Services.

You are responsible for:

• Providing accurate account information
• Maintaining the confidentiality of your credentials
• Protecting devices used to access the Services
• Using appropriate security controls
• Using multi-factor authentication where available
• Immediately reporting suspected unauthorized access
• Immediately reporting lost or compromised credentials or devices
• Using the Services only through authorized accounts and access methods

You must not share your credentials with unauthorized individuals or permit another person to use your account.

Healthcare organizations may establish additional account, access, authentication, or security requirements.

ClinicianCore may suspend or restrict access where reasonably necessary to protect users, information, platform security, organizational security, or the integrity of the Services.

9. Authorized Communications and Clinical Information

ClinicianCore may process information submitted or generated through authorized use of the Services, including communications, documentation, files, attachments, metadata, and other information necessary to provide requested functionality.

Users must use the appropriate ClinicianCore environment and functionality for the information they are authorized to process.

Users and organizations remain responsible for determining what information may appropriately be entered, communicated, documented, or stored through the Services.

Users must not intentionally submit information into a Service or functionality that they are not authorized to use for that information.

10. User Content and Ownership

You or the applicable healthcare organization retain whatever ownership rights you have in content you submit to the Services, subject to applicable law, contractual arrangements, organizational policies, and the rights of other parties.

Nothing in these Terms transfers ownership of your content to ClinicianCore.

You grant ClinicianCore a limited, non-exclusive right to host, process, transmit, reproduce, and otherwise handle your content only as reasonably necessary to:

• Provide the Services
• Maintain and secure the Services
• Perform requested functionality
• Provide technical support
• Meet applicable legal and contractual obligations
• Prevent fraud, abuse, and security incidents

Where ClinicianCore processes PHI, such processing is subject to applicable law and the applicable contractual relationship, including a BAA where required.

ClinicianCore does not sell PHI or use PHI for targeted advertising.

11. Acceptable Use

You agree to use the Services responsibly, lawfully, and only for authorized purposes.

You must not:

• Use the Services for unlawful purposes.
• Access information or accounts without authorization.
• Circumvent authentication, access, or security controls.
• Attempt to gain unauthorized access to systems or networks.
• Introduce malware, malicious code, ransomware, or other harmful technology.
• Interfere with the operation, availability, security, or integrity of the Services.
• Attempt to probe, scan, or test vulnerabilities without authorization.
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services except where expressly permitted by applicable law.
• Scrape, crawl, harvest, or systematically extract information from the Services without authorization.
• Use the Services to impersonate another person or organization.
• Submit information that you do not have authorization to process.
• Intentionally transmit unlawful, fraudulent, defamatory, threatening, abusive, discriminatory, or harmful content.
• Use the Services to violate another person’s privacy or rights.
• Use the Services to develop or operate a competing service through unauthorized access or extraction.
• Use automated methods to interfere with the Services or circumvent usage controls.
• Attempt to defeat or bypass technical safeguards.
• Use ClinicianCore as a substitute for emergency communication or emergency medical services.

12. Clinical and Professional Responsibility

ClinicianCore is a technology platform and does not exercise professional medical judgment on behalf of users or healthcare organizations.

Users remain responsible for:

• Reviewing communications and documentation
• Making clinical decisions
• Verifying information
• Determining appropriate patient care
• Following applicable professional standards
• Following organizational policies
• Complying with applicable laws and regulations

ClinicianCore should not be relied upon as the sole source of information for urgent or emergency clinical decisions.

Users should use appropriate emergency communication and clinical escalation procedures when immediate action is required.

13. AI-Assisted and Automated Functionality

ClinicianCore may provide AI-assisted or automated functionality as part of the Services.

Where such functionality is used:

• Information may be processed as necessary to provide the requested functionality.
• Use is subject to applicable law and contractual requirements.
• Organizations remain responsible for determining whether and how particular AI-enabled functionality may be used.
• AI-assisted functionality does not replace professional judgment or organizational oversight.
• Users remain responsible for reviewing information generated, summarized, organized, or otherwise processed through AI-assisted functionality before relying upon it for professional or operational purposes.

AI-assisted functionality should not be treated as independent medical advice or autonomous clinical decision-making.

Additional terms or documentation may apply to specific AI-enabled features.

14. Data Retention and Deletion

ClinicianCore manages information according to the purpose of the applicable Service, organizational requirements, contractual obligations, and applicable legal, regulatory, security, and operational considerations.

Retention and deletion practices may differ depending on the type of information and functionality involved.

Specific retention and deletion practices may be governed by:

• Customer agreements
• BAAs
• Data-processing terms
• Service documentation
• Applicable policies
• Legal or regulatory requirements
• Security and audit requirements

Where deletion functionality is available, authorized users or organizations may request or perform deletion of eligible information subject to applicable permissions and Service functionality.

Certain information may need to be retained where required or permitted for legal, regulatory, security, audit, contractual, operational, backup, or recordkeeping purposes.

Organizations remain responsible for determining and applying their own record-retention, documentation, and information-governance requirements.

15. Third-Party Services and Subprocessors

ClinicianCore may use third-party service providers and subprocessors to support the Services.

These providers may support functions such as:

• Cloud infrastructure
• Data storage
• Authentication
• Security
• Monitoring
• Communications
• Technical support
• Analytics
• Application performance
• Other essential business or technology functions

ClinicianCore uses appropriate contractual and organizational safeguards for third-party providers where required by applicable law or contractual obligations.

Third-party services may be subject to their own terms and privacy practices.

16. Third-Party Websites and Links

The Services or ClinicianCore website may contain links to third-party websites, applications, or services.

ClinicianCore does not control third-party services and is not responsible for their content, availability, privacy practices, security practices, or terms.

Your use of third-party services is subject to the applicable third party’s terms and policies.

17. Intellectual Property

ClinicianCore and its licensors own all rights, title, and interest in the Services, including:

• Software
• Applications
• Interfaces
• Designs
• Branding
• Logos
• Documentation
• Content provided by ClinicianCore
• Features
• Technology
• Workflows
• Non-user-generated materials

Except for the limited rights expressly granted under these Terms, no rights are transferred to you.

You may not copy, modify, reproduce, distribute, sell, lease, sublicense, or create derivative works from ClinicianCore technology or materials except as expressly permitted by these Terms, applicable agreements, or applicable law.

18. Feedback

If you provide suggestions, recommendations, ideas, comments, or other feedback concerning the Services, you grant ClinicianCore the right to use that feedback without restriction or compensation, provided that such use does not disclose your confidential information or PHI.

Feedback may be used to improve, develop, or enhance ClinicianCore products and services.

19. Service Availability and Changes

ClinicianCore seeks to provide reliable and secure Services but does not guarantee that the Services will always be:

• Available
• Uninterrupted
• Error-free
• Free from delays
• Free from vulnerabilities
• Compatible with every device or system

Services may occasionally be unavailable due to:

• Maintenance
• Updates
• Security measures
• Infrastructure issues
• Third-party services
• Network conditions
• Events outside ClinicianCore’s reasonable control

ClinicianCore may modify, enhance, suspend, or discontinue features or functionality when reasonably necessary to improve security, performance, reliability, compliance, functionality, or the Services generally.

Where appropriate, ClinicianCore may provide notice of material changes.

20. Communications and Notices

ClinicianCore may send communications relating to:

• Account activity
• Security
• Service availability
• Platform changes
• Support
• Transactions
• Legal or contractual matters
• Other necessary operational purposes

You agree to receive necessary service-related communications.

Marketing communications may be subject to applicable consent and opt-out requirements.

SMS communications are governed by the applicable SMS/Text Messaging Terms and Conditions.

21. Fees and Subscription Services

Certain ClinicianCore Services may be offered under subscription, pilot, enterprise, or other commercial arrangements.

Where applicable, fees, payment terms, subscription periods, renewal terms, and other commercial terms will be governed by the applicable order, agreement, subscription terms, or other written arrangement.

If there is no applicable commercial agreement, access to a particular Service may be provided on terms communicated by ClinicianCore.

ClinicianCore may suspend access to paid Services for non-payment where permitted by the applicable agreement.

22. Suspension and Termination

You may discontinue use of the Services at any time, subject to any applicable contractual obligations.

ClinicianCore may suspend, restrict, or terminate access where reasonably necessary because of:

• Violation of these Terms
• Violation of applicable law
• Unauthorized access
• Security concerns
• Fraud or abuse
• Threats to the Services or other users
• Misuse of information
• Risk to the integrity of the platform
• Non-payment where applicable
• Requirements of a healthcare organization
• Other circumstances permitted by applicable agreement or law

Where appropriate and reasonably practicable, ClinicianCore may provide notice before suspension or termination.

Termination or suspension does not eliminate obligations that by their nature should survive termination.

23. Effect of Termination

Upon termination or expiration of access:

• Your authorization to use the applicable Services ends.
• Access credentials may be disabled.
• Information may become unavailable through the account.
• Eligible information may be deleted according to applicable data-retention and deletion practices.
• Information subject to legal, regulatory, contractual, security, audit, backup, or recordkeeping requirements may be retained as permitted or required.

Specific data-handling requirements may be governed by applicable customer agreements, BAAs, or other contractual terms.

24. Confidentiality

Each party may receive confidential information from the other in connection with the Services.

Confidential information should be used only for purposes related to the applicable relationship and protected using reasonable safeguards.

Confidential information does not include information that:

• Is or becomes publicly available through no breach of an obligation
• Was already lawfully known
• Is independently developed without use of confidential information
• Is lawfully received from a third party without a confidentiality obligation
• Must be disclosed by law or lawful legal process

Where PHI is involved, applicable HIPAA requirements and contractual obligations, including a BAA where applicable, govern the handling of PHI.

25. Disclaimers

To the fullest extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis.

ClinicianCore does not warrant that the Services will always be uninterrupted, error-free, completely secure, or available at all times.

ClinicianCore does not provide medical advice, diagnosis, treatment, emergency services, coding, billing, or reimbursement advice.

ClinicianCore does not guarantee:

• Clinical outcomes
• Patient outcomes
• Financial results
• Billing or reimbursement results
• Regulatory compliance
• Specific workflow improvements
• Specific productivity improvements
• Specific cost savings

Organizations remain responsible for evaluating whether ClinicianCore is appropriate for their particular needs, workflows, policies, and regulatory requirements.

26. Limitation of Liability

To the fullest extent permitted by applicable law, ClinicianCore and its affiliates, officers, directors, employees, agents, licensors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to the use of, or inability to use, the Services.

This includes, where permitted by law, losses relating to:

• Business interruption
• Loss of profits
• Loss of revenue
• Loss of anticipated savings
• Loss of goodwill
• Loss of data
• Clinical workflow disruption
• Third-party service interruptions

To the fullest extent permitted by applicable law, ClinicianCore’s aggregate liability arising from or related to the Services will not exceed the amount paid or payable by the applicable customer to ClinicianCore for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation does not apply where prohibited by applicable law or to liabilities that cannot legally be limited.

Where a separate written agreement establishes different liability terms, that agreement will control to the extent of any conflict.

27. Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless ClinicianCore and its affiliates, officers, directors, employees, agents, and service providers from claims, damages, liabilities, costs, and expenses arising from:

• Your unauthorized use of the Services
• Your violation of these Terms
• Your violation of applicable law
• Your violation of another person’s rights
• Content you submit or transmit through the Services
• Your misuse of PHI or other protected information
• Your failure to obtain appropriate authorization to access or use information

This section does not apply to the extent a claim results from ClinicianCore’s own gross negligence, willful misconduct, or other conduct for which indemnification cannot legally be required.

28. Force Majeure

ClinicianCore will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including:

• Natural disasters
• Acts of government
• War
• Terrorism
• Civil unrest
• Labor disruptions
• Internet or telecommunications failures
• Cloud or infrastructure failures
• Cybersecurity incidents beyond reasonable control
• Utility failures
• Public health emergencies
• Other events outside reasonable control

ClinicianCore will use reasonable efforts to restore affected Services when practicable.

29. Changes to These Terms

ClinicianCore may update these Terms from time to time to reflect changes in:

• Services
• Technology
• Security practices
• Business operations
• Legal or regulatory requirements

When material changes are made, ClinicianCore may provide additional notice where appropriate or required by applicable law.

The updated Terms become effective when posted or on the effective date specified in the updated Terms, as applicable.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms to the extent permitted by applicable law.

30. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-law principles, except where applicable federal law or another mandatory law controls.

Any dispute arising from or relating to these Terms or the Services will be subject to the applicable jurisdiction and venue requirements established by law or the applicable written agreement between the parties.

31. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be interpreted or limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

32. No Waiver

Failure by ClinicianCore to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it later.

33. Assignment

You may not assign or transfer your rights or obligations under these Terms without ClinicianCore’s prior written consent, except where permitted by applicable law or an applicable organizational agreement.

ClinicianCore may assign or transfer these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or similar corporate transaction, subject to applicable law and contractual obligations.

34. Entire Agreement

These Terms, together with applicable agreements, policies, and terms incorporated by reference, constitute the agreement governing your use of the Services to the extent no separate written agreement applies.

Where a healthcare organization has entered into a separate written agreement with ClinicianCore, that agreement will govern the applicable commercial and contractual relationship to the extent of any conflict.

35. Contact Us

For questions regarding these Terms, the Services, or contractual matters, contact:

Healthcare Provider Network, Inc.
ClinicianCore

Address:
5150 Mae Anne Ave., Suite 405
Reno, NV 89523
United States

Phone: 775-208-0990

General: info@cliniciancore.com

Privacy: privacy@cliniciancore.com

Security: security@cliniciancore.com

Compliance: compliance@cliniciancore.com

36. Related Policies

The following ClinicianCore policies and terms may also apply to your use of the Services:

• Privacy Policy
• Security & Compliance Policy
• SMS/Text Messaging Terms and Conditions
• Applicable Business Associate Agreement
• Applicable customer, subscription, order, or service agreement

Where applicable, these documents should be read together to understand the responsibilities of ClinicianCore, healthcare organizations, and authorized users.