Terms of Service

By accessing or using the Modality electronic health records (EHR) platform and related services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Services. These Terms constitute a legally binding agreement between you and Modality Labs, Inc. ("Modality"). If your organization has executed a Subscription Agreement with Modality, these Terms are incorporated into that agreement and govern your use of the Services alongside it.

Modality provides a cloud-based electronic health records platform designed for healthcare facilities. Our Services include:

• Patient records management and clinical documentation
• Appointment scheduling and calendar management
• Billing and revenue cycle management
• Communication tools including secure messaging
• Reporting and analytics
• Integration capabilities with third-party systems

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

You agree not to use the Services to:

• Violate any applicable laws, regulations, or healthcare compliance requirements
• Infringe upon the rights of others, including privacy rights
• Transmit malicious code, viruses, or other harmful content
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services for any purpose other than their intended healthcare purposes
• Share login credentials or allow unauthorized users to access the platform

Subscriptions renew automatically at the conclusion of each term. Either party may decline renewal by providing written notice of non-renewal at least sixty (60) days prior to the renewal date; absent such notice, the subscription renews for the successive term as set forth in the applicable Subscription Agreement.

• Modality may suspend or terminate access for material breach of these Terms (including non-payment) that is not cured within thirty (30) days of written notice
• Modality may suspend access immediately where necessary to address a security threat, unlawful use, or as required by law
• You may not terminate a Subscription Agreement for convenience during its term. If you abandon the Services mid-term, or your access is terminated for your uncured material breach, the remaining fees for the then-current term become due, calculated at the standard non-promotional rate
• Upon termination, your right to use the Services ceases, and your data remains available for export for sixty (60) days as described in Section 11 (Data Ownership)
• Provisions that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability

If you provide your mobile phone number and consent to receive SMS text messages, you agree to the following terms.

The Services, including all content, features, and functionality, are owned by Modality and are protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Services for their intended purpose. You may not copy, modify, distribute, sell, or lease any part of our Services without our express written consent.

The Services contain valuable trade secrets and proprietary workflows. You agree that you will not:

• Access or use the Services if you are, or are acting on behalf of, a competitor of Modality, or permit a competitor to access the Services through your account
• Use the Services to build, or assist anyone in building, a competing product or service
• Copy, or attempt to discover, the Services' workflows, designs, or source code for any competitive purpose

Violation of this section may result in immediate termination of access, in addition to any other remedies available to Modality.

You retain all rights to the data you input into the Services, including patient records and clinical documentation. Modality does not claim ownership of your data. We will only access your data as necessary to provide the Services, maintain security, or as required by law.

While your account is active, an authorized user may download a records package from the Services. The package includes, for each patient chart, the face sheet and other structured fields Modality stores as discrete data (including demographics, insurance, contacts, diagnoses, allergies, stays, medications, vitals, appointments, and treatment plans), completed and signed clinical forms as PDFs, the answers to those forms with the question text as it appeared when the form was filled out, and files uploaded to the chart. Draft forms are included as structured answers only. Full Social Security numbers are not included.

The records package is provided so you can keep and read a complete copy of your records. It is not a guaranteed import into another electronic health record or other software. Custom clinical forms are exported as they were filled out in Modality and are not rewritten into another vendor's fields. A migration into a successor system, if requested, is a separately scoped service.

Upon termination of your account, the same records package remains available for sixty (60) days. After that period, Modality may delete the data except as required by law or as needed to resolve a dispute.

You agree that Modality may de-identify information entered into the Services in accordance with HIPAA's de-identification standard. De-identified data no longer identifies any patient or individual and is no longer Protected Health Information.

Modality may use de-identified and aggregated data to operate, maintain, and improve the Services, including developing new features, producing analytics and benchmarks, and training the models behind the Services' AI features. Identifiable PHI is never used for these purposes except as permitted by the Business Associate Agreement and applicable law.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MODALITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODALITY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO MODALITY DURING THE THREE (3) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, UP TO A MAXIMUM OF FIVE THOUSAND DOLLARS ($5,000) IN THE AGGREGATE. ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED.

You agree to indemnify, defend, and hold harmless Modality and its officers, directors, employees, agents, and affiliates from and against any claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your violation of any applicable laws or regulations.

The Services integrate with third-party products and networks (for example, billing clearinghouses, messaging carriers, and payment processors). Your use of a third-party product is governed by that provider's own terms, and Modality is not responsible for third-party products or their privacy and security practices. We may add, change, or discontinue integrations over time.

We may offer features identified as beta, preview, or early access. Beta features are provided as-is, may change or be discontinued at any time, and should not be solely relied on for clinical or billing operations until they are generally released.

Modality endeavors to make the Services available on a continuous basis; however, access may be interrupted by maintenance, updates, or events beyond Modality's reasonable control. Where practicable, Modality will schedule maintenance outside of normal business hours and provide advance notice of planned downtime. Emergency maintenance may be performed without notice.

Modality may update these Terms from time to time. Modality will provide notice of material changes (for example, by email or in-application notice) at least thirty (30) days before such changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. For organizations with an executed Subscription Agreement, changes will not reduce rights under that agreement until its next renewal.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Houston, Texas or remotely by agreement of the parties. Disputes will be arbitrated on an individual basis; BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. Either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information, and judgment on an arbitration award may be entered in any court of competent jurisdiction.

You may not assign or transfer these Terms or your subscription without Modality's prior written consent. Modality may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

These Terms, together with any executed Subscription Agreement and Business Associate Agreement, constitute the entire agreement between the parties regarding the Services. If any provision of these Terms is found unenforceable, the remaining provisions stay in full effect. A failure to enforce any provision is not a waiver of it. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except for payment obligations.

Questions regarding these Terms may be submitted to Modality through the contact form below.