1. THE AGREEMENT
These Terms of Service (“Terms”) are a legally binding agreement between noonshade LLC (DBA Practice Gadgets) (“Company,” “we,” “us,” or “our”) and the person or entity (“User,” “Client,” or “you”) accessing or using our software-as-a-service products, including Match Gadget, Staff Gadget, and any future administrative tools (the “Services”). By accessing the Services, you acknowledge you have read, understood, and agreed to be bound by these Terms and our Privacy Policy.
2. THE SERVICES & PLATFORM LIMITATIONS
2.1 “As-Is” Provision. The Services are provided on an “AS-IS” and “AS-AVAILABLE” basis. We do not warrant that the Services will be uninterrupted, error-free, or meet your specific requirements. 2.2 Third-Party Providers. Our Services are hosted and delivered through specialized Third-Party Infrastructure and Database Providers (the “Providers”). You acknowledge and agree that:
- Dependency: The availability and performance of the Services are dependent on the continued operation and security of these Providers.
- Liability Limitation: Company shall not be liable for any service interruptions, data loss, security breaches, or system failures that are primarily caused by the fault or negligence of these third-party Providers.
- Force Majeure: Any failure of these Providers shall be considered a "Force Majeure" event as further described in Section 6.4 of this Agreement, relieving the Company of liability during the duration of such failure.
3. USER OBLIGATIONS & DATA RESTRICTIONS
3.1 PROHIBITED DATA (NO PHI). The Services are administrative and organizational tools. They are NOT configured for HIPAA compliance. You are STRICTLY PROHIBITED from entering, uploading, or storing Protected Health Information (PHI) within the Services. 3.2 Indemnification for PHI. You agree to indemnify, defend, and hold Company harmless from any and all claims, fines, penalties, losses, or legal costs arising from your breach of Section 3.1. 3.3 Account Security. You are solely responsible for securing your login credentials. Company shall not be liable for any loss resulting from unauthorized access to your account due to your failure to maintain credential confidentiality.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Company Ownership. Company retains all right, title, and interest in and to the Services, including all proprietary source code, databases, logic, “look and feel,” and algorithms. 4.2 Limited License. You are granted a limited, non-exclusive, non-transferable license to access the Services solely for your internal business operations. 4.3 Feedback. You grant Company a perpetual, irrevocable, royalty-free license to use any suggestions, ideas, or feedback you provide to improve or modify our Services.
5. BILLING, RENEWAL, & CANCELLATION
5.1 Recurring Billing. Services are billed on a recurring basis (Monthly or Annually) as selected at checkout. 5.2 Non-Refundable. All fees are non-refundable. 5.3 Termination. You may cancel your subscription via your account settings. Access will continue until the end of the current paid billing period. 5.4 Suspension. We reserve the right to suspend or terminate your access immediately for any breach of these Terms, including non-payment.
6. LIMITATION OF LIABILITY
6.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION. 6.2 LIABILITY CAP. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7. DATA PRACTICES & PRIVACY
Your use of the Services is also governed by our Privacy Policy. You acknowledge that specific project data (e.g., completed tasks) is automatically purged 90 days after completion to maintain system performance, as further detailed in the Privacy Policy.
8. GENERAL PROVISIONS
8.1 Governing Law & Venue. These Terms are governed by the laws of the Commonwealth of Pennsylvania. Any legal action shall be brought exclusively in the state or federal courts located in Philadelphia County, PA. 8.2 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. 8.3 Entire Agreement. These Terms, along with the Privacy Policy and any applicable Business Associate Agreement, constitute the entire agreement between the parties.