These Terms of Service ("Terms") govern your access to and use of the website and related content offered by Medicalsuite Consulting And Technologies LLC ("Medicalsuite," "we," "us," or "our"), including healthcare technology consulting and professional services described on the Site or in a separate agreement (collectively, the "Services").
By accessing the Site or engaging Medicalsuite, you agree to these Terms. If you do not agree, do not use the Site or our Services.
1. Services and Payment
Scope: Professional Services are provided as described in a statement of work, order form, or other written agreement executed by both parties (each, an "SOW"). The SOW governs deliverables, timelines, fees, and responsibilities specific to your engagement.
Payment: Fees, invoicing cadence, and taxes are set forth in the SOW. Late payments may incur interest or suspension of Services as described therein.
2. Intellectual Property
Except as expressly stated in an SOW, Medicalsuite retains all right, title, and interest in pre-existing methodologies, tools, templates, and general know-how. Deliverables identified as "works made for hire" or assigned to Client in the SOW will be treated in accordance with that document. Client-provided materials remain Client property.
3. Client Responsibilities
Client will provide timely access to stakeholders, systems (where applicable), documentation, and accurate information reasonably required to perform the Services. Client is responsible for clinical, legal, and operational decisions and for ensuring that any protected health information shared with Medicalsuite is governed by appropriate agreements and safeguards.
4. Termination
Unless otherwise stated in the SOW, either party may terminate for material breach not cured within thirty (30) days of written notice. Fees for work performed and expenses incurred through the effective date remain due. Provisions that by nature should survive—including confidentiality, limitation of liability, and dispute resolution—survive termination.
5. Disclaimer of Warranties
THE SITE AND ANY INFORMATION ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDICALSUITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONSULTING SERVICES DO NOT GUARANTEE SPECIFIC CLINICAL OUTCOMES, REGULATORY FINDINGS, OR FINANCIAL RESULTS; OUTCOMES DEPEND ON MANY FACTORS OUTSIDE OUR CONTROL.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MEDICALSUITE CONSULTING AND TECHNOLOGIES LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR GOODWILL. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES PAID TO MEDICALSUITE FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS).
7. Governing Law and Venue
These Terms are governed by the laws of the State of Colorado, USA, without regard to conflict-of-law principles. Exclusive venue for disputes shall be in state or federal courts located in Colorado, except where prohibited by law.
8. Changes
We may modify these Terms by posting an updated version on the Site. Material changes will be indicated by updating the "Last updated" reference where provided. Continued use of the Site after changes constitutes acceptance of the revised Terms for Site use; Services already under an SOW remain governed by that SOW until amended in writing.