Health Schedule LLC Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website, application, software, and services provided by Health Schedule LLC (“Health Schedule,” “we,” “us,” or “our”), including healthschedule.app and related services, collectively, the “Services.”

By accessing or using the Services, creating an account, accepting an invitation to an organization, or clicking to accept these Terms, you agree to be bound by these Terms.

If you are using the Services on behalf of a company, medical practice, hospital, healthcare organization, or other entity, you represent that you have authority to bind that entity to these Terms. In that case, “Customer,” “you,” and “your” refer to that entity and its authorized users, as applicable.

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

1. The Services

Health Schedule provides workforce scheduling software for healthcare organizations and clinical teams. The Services may include tools for managing users, clinician availability, leave requests, shift templates, shift assignments, schedule views, staffing rules, analytics, notifications, and related administrative workflows.

Health Schedule may modify, improve, suspend, or discontinue parts of the Services from time to time. We may also add, remove, or change features as the product evolves.

2. Not for Patient Information or PHI

Health Schedule is a workforce scheduling platform. The Services are not intended to collect, store, process, transmit, or manage protected health information (“PHI”), patient information, or patient-identifying clinical information.

You agree not to enter, upload, submit, transmit, or store any patient information, PHI, patient names, medical record numbers, diagnoses, treatment information, insurance information, patient contact information, or other patient-identifying health information in the Services.

The Services may include free-text fields, including leave reasons, scheduling notes, administrative notes, comments, or similar fields. You are responsible for ensuring that users do not enter PHI, patient information, unnecessary medical details, or sensitive personal information into those fields.

Health Schedule does not represent that the Services are HIPAA-compliant or suitable for use with PHI unless we expressly agree in writing under a separate agreement.

3. Eligibility and Accounts

You must be at least 18 years old and legally able to enter into these Terms to use the Services.

To use certain features, you may need to create an account. You agree to provide accurate, current, and complete account information and to keep that information updated.

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You must promptly notify us at privacy@healthschedule.app or another support email we designate if you suspect unauthorized access to your account.

We may suspend or terminate accounts that contain inaccurate information, violate these Terms, present a security risk, or are used in a manner that may harm Health Schedule, customers, users, or others.

4. Customer Organizations and Authorized Users

Customers may invite or authorize administrators, clinicians, employees, contractors, or other users to access the Services (“Authorized Users”).

Customer is responsible for:

• Determining who may access its organization workspace;
• Assigning appropriate roles and permissions;
• Maintaining the accuracy of organization and user information;
• Monitoring Authorized User activity;
• Ensuring Authorized Users comply with these Terms;
• Removing access for users who are no longer authorized; and
• Ensuring that Customer Data does not include PHI or prohibited information.

Actions taken by Authorized Users may be treated as actions taken by the Customer.

5. Customer Data

“Customer Data” means information, content, schedules, user information, availability, leave requests, shift assignments, notes, files, or other materials submitted to or generated within the Services by or on behalf of Customer or its Authorized Users.

Customer owns its Customer Data. Subject to these Terms, Customer grants Health Schedule a limited, non-exclusive, worldwide license to host, process, transmit, display, copy, store, and use Customer Data as necessary to provide, maintain, secure, support, and improve the Services.

Customer is solely responsible for:

• The accuracy, quality, legality, and appropriateness of Customer Data;
• Obtaining any rights, consents, permissions, or notices required to submit Customer Data to the Services;
• Configuring permissions and access controls appropriately;
• Ensuring Customer Data does not contain PHI or other prohibited information; and
• Backing up or exporting Customer Data as needed for Customer's own records.

Health Schedule is not responsible for decisions made based on inaccurate, incomplete, outdated, or improperly entered Customer Data.

6. Scheduling Outputs and Administrative Responsibility

The Services may provide scheduling tools, suggestions, automation, scoring, alerts, analytics, or recommendations. These outputs are provided to assist administrative decision-making and are not a substitute for professional judgment, legal compliance, staffing policies, credentialing requirements, employment obligations, union rules, contractual obligations, or clinical operations review.

Customer is responsible for reviewing and approving schedules, shift assignments, staffing decisions, leave decisions, and other actions taken through or based on the Services.

Health Schedule does not guarantee that schedules generated or managed through the Services will satisfy every operational, legal, contractual, clinical, fairness, labor, licensing, credentialing, or compliance requirement applicable to Customer.

7. Acceptable Use

You may use the Services only in accordance with these Terms, applicable laws, and any documentation or usage guidelines we provide.

You agree not to:

• Use the Services for any unlawful, harmful, fraudulent, abusive, or unauthorized purpose;
• Upload, submit, or store PHI or patient-identifying information;
• Upload malicious code, viruses, worms, or harmful software;
• Attempt to gain unauthorized access to the Services or related systems;
• Interfere with or disrupt the integrity, security, or performance of the Services;
• Probe, scan, or test the vulnerability of the Services without our prior written authorization;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except where prohibited by law;
• Copy, resell, sublicense, rent, lease, or provide the Services to third parties except as expressly permitted;
• Use automated systems to scrape, extract, or harvest data from the Services without permission;
• Misrepresent your identity or affiliation;
• Use the Services to infringe intellectual property, privacy, publicity, or other rights;
• Submit content that is defamatory, harassing, discriminatory, threatening, or otherwise objectionable; or
• Use the Services in a way that violates these Terms or harms Health Schedule, our customers, users, vendors, or others.

We may investigate and take action against violations of this section, including suspending or terminating access.

8. Subscriptions, Fees, and Payment

Some Services may require payment of subscription fees or other charges. Fees, billing periods, subscription terms, and included features will be described in an order form, checkout page, invoice, subscription page, or other written agreement.

Unless otherwise stated:

• Fees are due in advance;
• Subscriptions may renew automatically;
• Customer authorizes Health Schedule or its payment processor to charge applicable fees;
• Fees are non-refundable except as required by law or expressly stated in writing;
• Customer is responsible for applicable taxes; and
• Failure to pay may result in suspension or termination of access.

If payment processing is enabled, we may use a third-party payment processor. Payment processing will be subject to that provider's terms and privacy policy.

We may change pricing or subscription terms from time to time. Pricing changes will apply as stated at the time of notice, renewal, or purchase.

9. Trials, Beta Features, and Early Access

We may offer free trials, beta features, previews, pilot programs, or early access features. These features may be incomplete, experimental, unavailable, or changed without notice.

Beta, trial, pilot, or early access features are provided “as is” and may be subject to additional terms. We may suspend, limit, or discontinue them at any time.

10. Third-Party Services and Vendors

The Services may use or integrate with third-party services, including cloud hosting, infrastructure, analytics, monitoring, email delivery, payment processing, authentication, or other tools.

Health Schedule may use third-party providers to operate, secure, monitor, improve, and support the Services. Our Privacy Policy describes the categories of providers we use and how they may process information on our behalf.

Third-party services are governed by their own terms and privacy policies. We are not responsible for third-party services that are not controlled by Health Schedule.

11. Privacy

Our Privacy Policy explains how we collect, use, disclose, and protect information. By using the Services, you acknowledge our Privacy Policy, available at:

https://healthschedule.app/privacy

If the Privacy Policy is hosted at a different URL, the applicable posted version will control.

12. Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with the Services (“Confidential Information”). Confidential Information includes non-public business, technical, financial, product, security, customer, and operational information that is identified as confidential or should reasonably be understood to be confidential.

The receiving party agrees to use the disclosing party's Confidential Information only as necessary to perform under these Terms and to protect it using reasonable care.

Confidential Information does not include information that is publicly available through no fault of the receiving party, already known without confidentiality obligations, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without confidentiality obligations.

13. Intellectual Property

Health Schedule and its licensors own all rights, title, and interest in and to the Services, including software, designs, interfaces, workflows, algorithms, documentation, trademarks, logos, and other intellectual property.

Except for the limited right to use the Services under these Terms, no rights are transferred to you.

You may not remove, obscure, or alter any proprietary notices in the Services.

14. Feedback

If you provide feedback, suggestions, ideas, bug reports, feature requests, or other input about the Services, you grant Health Schedule a perpetual, irrevocable, worldwide, royalty-free license to use, modify, commercialize, and incorporate that feedback without restriction or obligation to you.

15. Service Availability and Support

We aim to provide reliable Services, but we do not guarantee that the Services will be uninterrupted, error-free, secure, or available at all times.

The Services may be unavailable due to maintenance, updates, outages, third-party failures, security issues, or events beyond our control.

Support options, if any, may be described on our website, in the Services, in an order form, or in a separate agreement.

16. Suspension and Termination

You may stop using the Services at any time. Customers may cancel subscriptions as described in the applicable order form, billing page, or written agreement.

We may suspend or terminate access to the Services if:

• You violate these Terms;
• Payment is overdue;
• Your use presents a security, legal, operational, or reputational risk;
• We are required to do so by law;
• Your account is inactive for an extended period; or
• We discontinue the Services or part of the Services.

Upon termination, your right to access the Services will end. Certain provisions of these Terms will survive termination, including provisions relating to payment obligations, Customer Data, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution.

17. Data Export and Deletion After Termination

Following termination or expiration of a subscription, we may retain Customer Data for a limited period to allow export, comply with legal obligations, resolve disputes, enforce agreements, maintain security, and support backup or disaster recovery practices.

After that period, we may delete or de-identify Customer Data unless legally required or contractually obligated to retain it.

Customer is responsible for exporting any Customer Data it wishes to retain before termination or before the expiration of any post-termination access period we provide.

18. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTH SCHEDULE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, AVAILABILITY, AND ACCURACY.

HEALTH SCHEDULE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS.

HEALTH SCHEDULE DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S LEGAL, COMPLIANCE, STAFFING, LABOR, EMPLOYMENT, CLINICAL, LICENSING, CREDENTIALING, OR OPERATIONAL REQUIREMENTS.

CUSTOMER IS RESPONSIBLE FOR REVIEWING AND APPROVING SCHEDULES, STAFFING DECISIONS, LEAVE DECISIONS, USER PERMISSIONS, AND RELATED ADMINISTRATIVE ACTIONS.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTH SCHEDULE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS, OR BUSINESS OPPORTUNITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF HEALTH SCHEDULE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTH SCHEDULE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO HEALTH SCHEDULE FOR THE SERVICES IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

20. Indemnification

To the maximum extent permitted by law, Customer agrees to defend, indemnify, and hold harmless Health Schedule and its officers, directors, employees, contractors, agents, affiliates, and licensors from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Customer Data;
• Customer's or Authorized Users' use of the Services;
• Violation of these Terms;
• Violation of applicable law;
• Entry, upload, storage, or transmission of PHI or patient information in the Services;
• Employment, labor, scheduling, staffing, credentialing, licensing, or operational decisions made by Customer;
• Claims by Authorized Users or third parties relating to Customer's use of the Services; or
• Allegations that Customer Data infringes, misappropriates, or violates third-party rights.

21. Governing Law

These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles.

22. Dispute Resolution

Before filing a legal claim, you agree to first contact us at privacy@healthschedule.app and attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you through the email address associated with your account or otherwise provided to us.

If a dispute cannot be resolved informally, the parties agree that any legal action will be brought in the state or federal courts located in Colorado, unless applicable law requires otherwise. Each party consents to the jurisdiction and venue of those courts.

23. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice as appropriate, such as by posting the updated Terms, updating the effective date, notifying users in the Services, or sending an email.

Your continued use of the Services after updated Terms become effective means you agree to the updated Terms.

24. Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.

25. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

26. No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

27. Entire Agreement

These Terms, together with any applicable order form, subscription terms, product-specific terms, and the Privacy Policy, constitute the entire agreement between you and Health Schedule regarding the Services and supersede any prior or contemporaneous agreements on that subject.

28. Contact

For questions about these Terms, contact us at: