Terms of Service

Subject to the terms and conditions of this Agreement and the Organization's timely payment of all applicable fees, Company hereby grants to Organization a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform solely for the Organization's internal operations and in accordance with the Documentation and any usage limits applicable to the Organization's subscription tier.

Organization may permit Authorized Users to access and use the Platform on behalf of Organization. Organization shall be solely responsible for all acts and omissions of its Authorized Users in connection with their use of the Platform. Organization shall ensure that each Authorized User complies with the terms of this Agreement and shall promptly notify Company of any unauthorized access or use of the Platform.

Organization shall not, and shall not permit any third party to:

• copy, modify, adapt, translate, reverse engineer, disassemble, decompile, or create derivative works based on the Platform or any component thereof;
• sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make the Platform available to any third party;
• remove, alter, or obscure any proprietary notices, labels, or marks on the Platform or Documentation;
• use the Platform to store or transmit infringing, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
• use the Platform to transmit any malicious code, software, or material that may damage or disrupt the operation of any system;
• interfere with or disrupt the integrity or performance of the Platform or any data contained therein;
• attempt to gain unauthorized access to the Platform or its related systems or networks;
• use the Platform in any manner that violates applicable law, regulation, or professional standard; or
• use the Platform to develop a competing product or service or for any purpose that is competitive with Company's business.

Company reserves all rights not expressly granted to Organization in this Agreement. No license, right, or interest in any Company trademark, trade name, or service mark is granted under this Agreement.

The Platform is designed and intended solely as a reference and information management tool to assist emergency services organizations in organizing, distributing, and accessing clinical and operational information. The Platform does not provide medical advice, clinical diagnoses, or treatment recommendations. All clinical judgments, decisions, treatment plans, and medical interventions are the sole responsibility of the Authorized User and the Organization.

Organization acknowledges and agrees that:

• the Platform does not replace, supplement, or modify the professional judgment of licensed medical professionals, paramedics, emergency medical technicians, or other healthcare providers;
• providers who access the Platform remain solely responsible for the clinical decisions they make and the treatments they administer, regardless of what information is contained in or accessible through the Platform;
• clinical protocols, medication information, and other Clinical Content accessible through the Platform must be reviewed, approved, and maintained by qualified medical professionals with appropriate authority under applicable law; and
• the presence of any information within the Platform does not constitute authorization, endorsement, or direction to administer any treatment, medication, or intervention.

Organization is solely responsible for ensuring that its use of the Platform and all Clinical Content accessible through the Platform complies with all applicable federal, state, and local laws, regulations, professional standards, accreditation requirements, and medical director authorizations. Company makes no representation that the Platform satisfies any particular regulatory requirement.

All Clinical Content uploaded, entered, configured, or otherwise made available within the Platform by or on behalf of the Organization is and remains the sole property and responsibility of the Organization. Company claims no ownership over Clinical Content and assumes no responsibility for its accuracy, completeness, currency, or clinical appropriateness.

Organization is solely responsible for:

• ensuring that all Clinical Content is accurate, complete, current, and appropriate for the Organization's clinical operations at the time it is entered and on an ongoing basis;
• obtaining all necessary approvals, authorizations, and reviews from qualified medical professionals and, where required, the Organization's medical director before making Clinical Content available to Authorized Users;
• updating Clinical Content promptly when protocols, formularies, procedures, or other information changes;
• ensuring that discontinued, superseded, or incorrect Clinical Content is promptly removed or updated within the Platform; and
• maintaining adequate version control and documentation of Clinical Content changes.

Company does not review, validate, verify, or approve the clinical accuracy or appropriateness of any Clinical Content. The presence of Clinical Content within the Platform does not constitute any representation by Company regarding its accuracy or clinical appropriateness. Company is not a medical organization and does not employ licensed medical professionals for the purpose of reviewing Clinical Content.

Organization shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) any Clinical Content uploaded, entered, or maintained by or on behalf of Organization; (b) any clinical decision, treatment, or intervention made by an Authorized User in connection with or in reliance upon information accessed through the Platform; or (c) Organization's failure to comply with its obligations under this Section 4.

Company may, at Organization's request and for an additional fee, provide Platform Services including the configuration, entry, structuring, and organization of Clinical Content within the Platform. The provision of any Platform Services shall be subject to the terms of a separately executed Statement of Work, service description, or order form, and shall be governed by this Agreement.

Where Company performs any content configuration, entry, or setup on behalf of Organization as part of Platform Services:

• Company shall provide Organization with access to a preview or staging environment for the purpose of reviewing all Clinical Content prior to the Platform being made live and accessible to Authorized Users;
• Organization shall be solely responsible for conducting a thorough and complete review of all Clinical Content, including without limitation verifying the accuracy, completeness, and clinical appropriateness of all protocols, medication information, dosing parameters, procedures, checklists, and other materials;
• Organization shall not authorize or approve the Platform for live deployment until the Organization's medical director or other designated qualified authority has reviewed and approved all Clinical Content;
• by authorizing the Platform for live deployment, whether through written confirmation, electronic approval, or continued use following the review period, Organization represents and warrants that it has completed a full and adequate review of all Clinical Content and accepts full responsibility for that content; and
• Company's performance of content configuration services does not constitute a clinical review, validation, or endorsement of the accuracy or appropriateness of any Clinical Content, and does not alter or reduce Organization's obligations and liabilities under this Agreement.

Following live deployment of the Platform, regardless of whether Company performed initial content configuration:

• Organization assumes full and exclusive responsibility for the ongoing accuracy, currency, and appropriateness of all Clinical Content;
• Company shall have no obligation to monitor, update, or maintain Clinical Content unless Organization has separately contracted for Managed Services pursuant to Section 5.4;
• Organization shall promptly update Clinical Content whenever protocols, formularies, or procedures are amended, superseded, or discontinued; and
• Organization acknowledges that failure to maintain current Clinical Content may result in Authorized Users accessing outdated information and that such risk is solely borne by the Organization.

Organization may separately contract with Company for ongoing managed services, including content management, member administration, and platform management. The scope, fees, and terms of such services shall be as described in the applicable service description or Statement of Work. Company's performance of managed services does not transfer clinical responsibility from Organization to Company. Clinical review, approval, and oversight of all content submitted to Company for entry or update remains the sole obligation of Organization.

Where Organization engages Company for managed services or content updates, Organization shall submit all change requests in writing, including sufficient information for Company to perform the requested work. Organization is solely responsible for the accuracy and completeness of information provided in change requests. Company shall implement changes as directed by Organization and shall have no independent obligation to verify the clinical accuracy of submitted information.

The Platform and all Platform Services are provided "as is" and "as available" without warranty of any kind. Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. Company does not warrant that: (a) the Platform will meet Organization's requirements; (b) the Platform will be uninterrupted, timely, secure, or error-free; (c) the results obtained from use of the Platform will be accurate or reliable; or (d) any errors in the Platform will be corrected.

Company makes no representation or warranty of any kind regarding the clinical accuracy, completeness, currency, or appropriateness of any Clinical Content accessible through the Platform, whether such content was entered by Organization, configured by Company as part of Platform Services, or otherwise made available through the Platform.

To the maximum extent permitted by applicable law, in no event shall Company, its officers, directors, employees, agents, licensors, or successors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation damages for loss of profits, revenue, data, goodwill, business opportunities, or other intangible losses, arising out of or related to this Agreement or the use of or inability to use the Platform, regardless of the theory of liability, even if Company has been advised of the possibility of such damages.

Under no circumstances shall Company be liable for any claim arising out of or related to: (a) any clinical decision, diagnosis, treatment plan, or medical intervention made by any Authorized User or other individual in connection with or in reliance upon information accessed through the Platform; (b) any patient outcome, adverse event, injury, death, or other harm arising from or related to the delivery of emergency medical services by Organization or its Authorized Users; (c) the accuracy, completeness, or clinical appropriateness of any Clinical Content; or (d) Organization's failure to maintain current, accurate, or appropriate Clinical Content within the Platform.

To the maximum extent permitted by applicable law, Company's total cumulative liability to Organization arising out of or related to this Agreement, whether in contract, tort, strict liability, or any other legal or equitable theory, shall not exceed the total fees paid by Organization to Company in the twelve (12) months immediately preceding the claim. The existence of multiple claims shall not enlarge this limitation.

Organization acknowledges that the limitations of liability and disclaimers of warranty set forth in this Agreement reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Company would not have entered into this Agreement absent such limitations.

Organization acknowledges and agrees that Company owns all right, title, and interest in and to the Platform, including without limitation all software, source code, object code, algorithms, databases, user interfaces, designs, workflows, processes, methods, Documentation, and all Intellectual Property Rights embodied therein or associated therewith. Nothing in this Agreement shall be construed to transfer or convey to Organization any ownership interest in the Platform or any component thereof.

As between the parties, Organization owns all right, title, and interest in and to Clinical Content provided by or on behalf of Organization. Organization grants to Company a limited, non-exclusive, royalty-free license to access, copy, store, and process Clinical Content solely to the extent necessary to provide the Platform and Platform Services to Organization during the Subscription Term.

If Organization provides Company with any feedback, suggestions, recommendations, or ideas regarding the Platform or Platform Services (collectively, "Feedback"), Organization hereby grants Company a perpetual, irrevocable, royalty-free, worldwide license to use, modify, reproduce, and incorporate such Feedback into the Platform or any other product or service without any obligation to Organization. Company shall have no obligation to implement any Feedback.

Company may collect, use, and disclose anonymized, aggregated, and de-identified data derived from Organization's use of the Platform for the purposes of improving the Platform, developing new features, benchmarking, and producing statistical analyses, provided that such data does not identify Organization or any individual Authorized User or patient. Company retains all right, title, and interest in such aggregated data.

"RapidRef" and associated logos and marks are trademarks of Whiteframe LLC. No right to use any Company trademark is granted under this Agreement except as expressly authorized in writing by Company. Organization shall not use any Company trademark in a manner that disparages Company, its products, or services.

Company respects intellectual property rights and expects Organization to do the same. Company will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). If Organization believes that its copyrighted work has been used within the Platform in a manner that constitutes infringement, Organization may submit a notice pursuant to 17 U.S.C. Section 512(c)(3) to Company's designated agent. Organization acknowledges that knowingly misrepresenting that content is infringing may subject Organization to liability under 17 U.S.C. Section 512(f).

Company will process data submitted by Organization or Authorized Users solely for the purpose of providing the Platform and Platform Services in accordance with this Agreement. Company's collection and use of personal information in connection with the Platform is governed by Company's Privacy Policy, which is incorporated herein by reference and may be updated from time to time.

Organization represents and warrants that it has obtained all necessary consents, authorizations, and rights necessary for Company to process data submitted by or on behalf of Organization in connection with the Platform. Organization is solely responsible for the lawfulness of its data collection practices and for ensuring that Authorized Users are informed of any applicable data collection and use policies.

Unless Organization has executed a Business Associate Agreement with Company as part of an Enterprise subscription, Organization shall not upload, enter, or otherwise make available within the Platform any Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations. Organization acknowledges that the standard Platform is not configured as a HIPAA-compliant environment absent a separately executed Business Associate Agreement.

Organization is responsible for maintaining the security of account credentials and for ensuring that Authorized Users do not share login credentials. Organization shall promptly notify Company of any suspected unauthorized access to the Platform or any breach of account security. Company maintains reasonable administrative, technical, and physical safeguards designed to protect the Platform, but does not guarantee that unauthorized access will not occur.

Upon expiration or termination of this Agreement, Company will retain Organization's data for a period not to exceed ninety (90) days, during which Organization may request an export of its data. Following that period, Company may delete Organization's data from its systems in accordance with its data retention policies. Company shall have no liability for data deleted in accordance with this Section.

Each party agrees to hold the other party's Confidential Information in strict confidence, to use the other party's Confidential Information only as necessary to exercise rights or fulfill obligations under this Agreement, and not to disclose the other party's Confidential Information to any third party without prior written consent, except as permitted under this Agreement.

The obligations in Section 9.1 shall not apply to information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice of such requirement to the extent permitted by law.

Each party acknowledges that a breach of this Section 9 may cause irreparable harm for which monetary damages would be an inadequate remedy and that the non-breaching party shall be entitled to seek equitable relief, including injunctive relief, in addition to all other remedies available at law or in equity.

Each party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) the person executing or accepting this Agreement on its behalf has authority to do so; and (c) the performance of its obligations under this Agreement will not violate any agreement to which it is a party or any applicable law or regulation.

Organization further represents and warrants that:

• it is a legitimate emergency services organization, healthcare entity, or other organization with a lawful need for the Platform;
• all Clinical Content it uploads, enters, or makes available through the Platform has been reviewed and approved by qualified medical professionals with appropriate authority, including where required a licensed medical director;
• it will ensure that all Authorized Users are appropriately trained and licensed for the roles in which they use information obtained through the Platform;
• it has and will maintain all required certifications, licenses, and accreditations necessary for its operations; and
• its use of the Platform will comply with all applicable federal, state, and local laws, including without limitation laws governing emergency medical services, professional licensing, and data privacy.

Organization shall defend, indemnify, and hold harmless Company and its members, managers, officers, employees, agents, licensors, and successors from and against any and all third-party claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Organization's use of the Platform or Platform Services;
• any Clinical Content uploaded, entered, maintained, or approved by or on behalf of Organization;
• any clinical decision, treatment, intervention, or patient outcome associated with the delivery of emergency services by Organization or its Authorized Users;
• Organization's breach of any representation, warranty, obligation, or covenant under this Agreement;
• Organization's failure to maintain current and accurate Clinical Content;
• any violation of applicable law, regulation, or professional standard by Organization or its Authorized Users; or
• any claim by a third party, including without limitation a patient or patient representative, arising out of or related to the provision of emergency medical services by Organization or its Authorized Users.

Company shall defend, indemnify, and hold harmless Organization and its officers, directors, and employees from and against any third-party claims alleging that the Platform, as provided by Company and used by Organization in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret. This obligation shall not apply to the extent that any alleged infringement arises from: (a) Clinical Content provided by Organization; (b) Organization's modification of the Platform; (c) Organization's combination of the Platform with other products or services not provided by Company; or (d) Organization's continued use of a version of the Platform after Company has provided a non-infringing alternative.

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control over the defense and settlement of such claim, provided that no settlement may impose any obligation or liability on the indemnified party without its prior written consent; and (c) cooperate reasonably with the indemnifying party at the indemnifying party's expense.

The Platform shall be used solely for Organization's internal emergency services operations and in accordance with this Agreement. Any use of the Platform outside of these parameters requires Company's prior written consent.

Organization shall not use the Platform to:

• provide commercial clinical reference services to third parties;
• store or distribute content that is defamatory, obscene, or violates any third-party rights;
• engage in any activity that could damage, overburden, or impair the Platform or its associated infrastructure;
• circumvent or attempt to circumvent any security features, access controls, or subscription limitations;
• scrape, crawl, or systematically extract data from the Platform by automated means; or
• use the Platform in any jurisdiction or manner that would cause Company to violate any applicable export control, sanctions, or other regulatory requirements.

Company reserves the right to monitor use of the Platform to ensure compliance with this Agreement and to protect the integrity of the Platform. Company may suspend or terminate access for any violation of this Section without prior notice.

Organization agrees to pay all fees applicable to its selected subscription tier and any applicable add-ons or Platform Services in accordance with the pricing schedule in effect at the time of purchase. Subscription fees are payable in advance on a monthly or annual basis as selected by Organization.

If Organization's number of active devices exceeds the device limit applicable to its subscription tier, Organization will be charged an overage fee for each active device above the limit at the rate specified in Company's then-current pricing schedule. Overage fees are billed monthly.

All fees are processed through Company's third-party payment processor. By providing payment information, Organization authorizes Company and its payment processor to charge applicable fees. Organization is responsible for ensuring that payment information is current and accurate.

Fees do not include any applicable taxes, levies, duties, or similar governmental assessments. Organization is responsible for all applicable taxes arising from its purchase of the Subscription or Platform Services, excluding taxes on Company's net income.

Except as expressly provided herein or required by applicable law, all fees paid are non-refundable. This includes, without limitation, fees for partial subscription periods following cancellation and fees for Platform Services performed in accordance with an agreed scope of work.

Company reserves the right to modify fees upon at least thirty (30) days' written notice to Organization. Continued use of the Platform following notice of a fee change constitutes acceptance of the revised fees.

This Agreement commences on the Effective Date and continues for the Subscription Term, unless earlier terminated in accordance with this Section. Monthly subscriptions renew automatically on a monthly basis. Annual subscriptions renew automatically on an annual basis unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Organization may terminate this Agreement at any time by canceling its subscription through the Platform dashboard or by providing written notice to Company. Termination for convenience takes effect at the end of the current billing period. No refunds are provided for unused portions of a prepaid subscription period.

Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to a voluntary or involuntary bankruptcy proceeding.

Company may suspend Organization's access to the Platform without prior notice if: (a) Company reasonably believes that Organization's use of the Platform poses a security risk or could adversely affect other customers; (b) Organization fails to pay any fees when due and does not cure such failure within ten (10) days of notice; or (c) Organization violates any provision of Section 2.3 or Section 12.

Upon termination or expiration of this Agreement: (a) all licenses granted to Organization hereunder immediately terminate; (b) Organization shall cease all use of the Platform and delete any locally cached content; (c) each party shall promptly return or destroy Confidential Information of the other party; and (d) Sections 4, 6, 7, 9, 11, 15, 16, 17, and 18 shall survive termination or expiration of this Agreement.

Each party shall comply with all applicable laws, regulations, and professional standards in connection with its performance under this Agreement.

Organization is solely responsible for ensuring that its use of the Platform and all Clinical Content complies with all applicable federal, state, and local laws and regulations governing emergency medical services, including without limitation: (a) applicable state EMS licensing and certification requirements; (b) medical director authorization requirements; (c) protocol approval and maintenance requirements; (d) documentation and record-keeping obligations; and (e) any accreditation standards applicable to Organization.

Organization shall not export, re-export, or transfer the Platform or any related technology to any jurisdiction or individual in violation of applicable export control laws and regulations, including the Export Administration Regulations and the sanctions programs administered by the Office of Foreign Assets Control.

Organization agrees that this Agreement may be entered into electronically and that electronic signatures, click-through acceptances, and other forms of electronic assent shall have the same legal effect as handwritten signatures. The parties agree to comply with applicable laws governing electronic signatures and electronic transactions, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. Section 7001 et seq., where applicable.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions.

The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement informally before initiating formal proceedings. Either party may initiate informal dispute resolution by providing written notice to the other party describing the dispute. The parties shall negotiate in good faith for a period of thirty (30) days following such notice before either party may initiate formal proceedings.

Except for disputes relating to intellectual property rights or requests for injunctive or other equitable relief, any dispute arising out of or relating to this Agreement that cannot be resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Gloucester, Virginia. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Organization waives any right to bring any dispute as a class, collective, or representative action. Organization may not participate in a class or collective arbitration proceeding against Company.

Notwithstanding Section 16.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of Intellectual Property Rights, breach of confidentiality obligations, or other irreparable harm.

This Agreement, together with any executed Order Forms, Statements of Work, and service descriptions incorporated herein by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the same subject matter.

Company reserves the right to amend this Agreement at any time by posting a revised version on its website or delivering notice to Organization. Continued use of the Platform following the effective date of any amendment constitutes acceptance of the revised Agreement. If Organization does not agree to a material amendment, it may terminate this Agreement in accordance with Section 14.2 within thirty (30) days of receiving notice of the amendment.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

No waiver of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

Organization may not assign or transfer this Agreement or any of its rights or obligations hereunder without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Organization's consent. Any purported assignment in violation of this Section is void. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond such party's reasonable control, including without limitation acts of God, natural disasters, pandemic, government action, war, terrorism, or widespread internet or infrastructure outage. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.

All notices under this Agreement shall be in writing and shall be delivered by email, overnight courier, or certified mail. Notices to Company shall be sent to the address or email address designated on Company's website. Notices to Organization shall be sent to the email address associated with Organization's account. Notices are effective upon confirmed delivery.

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Neither party has any authority to bind the other party or to make any representation on behalf of the other party.

This Agreement is entered into for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights, including without limitation any rights in favor of patients or other individuals receiving emergency services from Organization.

Section headings in this Agreement are for convenience only and have no legal or contractual effect.

This Agreement may be executed or accepted in counterparts or through electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.