Wayvera Terms of Service

1. Definitions

• "Customer" means the organization that subscribes to or is authorized to use the Service.
• "Authorized User" means an individual (such as a clinician, care team member, biller, or administrator) whom a Customer permits to access the Service under the Customer's account.
• "Customer Data" means all data, records, and content that Customer or its Authorized Users submit to, or generate through, the Service.
• "PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA").
• "Documentation" means the user guides, help materials, and specifications we make available for the Service.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for use by healthcare organizations and their personnel, not by the general public or patients as end consumers.

3. Description of the Service

Wayvera is a value-based care software platform designed to support Medicare care management programs and associated billing workflows (which may include, for example, Chronic Care Management, Principal Care Management, Advanced Primary Care Management, Transitional Care Management, Remote Patient Monitoring, and related programs). The Service provides workflow, documentation, tracking, and reporting tools intended to assist qualified healthcare professionals and organizations.

The Service is a workflow and documentation tool. It is not a medical device, does not provide medical advice, and is not a substitute for the independent professional judgment of qualified healthcare providers. All clinical decisions remain the sole responsibility of the treating providers and their organizations.

4. No Guarantee of Reimbursement or Compliance Outcomes

The Service is designed to support billing and documentation workflows, but Wayvera does not submit claims to Medicare or any payer on your behalf and does not guarantee any particular reimbursement, coding, audit, or compliance outcome. You are solely responsible for:

• the accuracy, completeness, and integrity of all clinical and billing information entered into the Service;
• ensuring that services billed were actually rendered and are supported by appropriate documentation;
• compliance with all applicable Centers for Medicare & Medicaid Services (CMS) rules, coding requirements, and payer policies; and
• all coding, billing, and claim submission decisions made using outputs from the Service.

Wayvera is not responsible for denied claims, recoupments, penalties, or other consequences arising from your billing or documentation practices.

5. Account Registration and Security

Accounts are provisioned by the Customer organization that authorizes access; the Service does not offer public or self-service account registration, and an individual may access the Service only in association with a Customer that has authorized them. Authorized Users must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access or security breach. We are not liable for any loss arising from your failure to safeguard your credentials.

6. Customer Responsibility for Authorized Users

The Customer is responsible for the acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with these Terms. The Customer must promptly deactivate access for any Authorized User who no longer requires it.

7. Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

• use the Service in violation of any applicable law, regulation, or professional standard;
• upload or transmit any malicious code, or attempt to disrupt, degrade, or gain unauthorized access to the Service or its infrastructure;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent permitted by law;
• resell, sublicense, or make the Service available to any third party except as expressly permitted;
• enter PHI or other sensitive data into any portion of the Service not designated for that purpose;
• misrepresent services rendered, or use the Service to create false, fraudulent, or non-compliant documentation or claims; or
• use the Service to develop a competing product.

We may suspend or restrict access if we reasonably believe your use poses a security, legal, or operational risk.

8. Healthcare Compliance and Protected Health Information

To the extent Wayvera creates, receives, maintains, or transmits PHI on behalf of a Customer that is a HIPAA covered entity or business associate, the parties will enter into a separate Business Associate Agreement ("BAA"), which governs the handling of PHI. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls.

The Customer is responsible for obtaining any patient consents, authorizations, or notices required by law for the information it submits to the Service, and for its own compliance with HIPAA and applicable state privacy laws.

9. Intellectual Property; License

The Service, including all software, content, and Documentation, is owned by Wayvera or its licensors and is protected by intellectual property laws. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal healthcare operations during the term. All rights not expressly granted are reserved.

10. Customer Data

As between the parties, the Customer owns all Customer Data. The Customer grants Wayvera a limited license to host, process, and use Customer Data solely to provide, maintain, secure, and improve the Service, and as otherwise permitted under the BAA and our Privacy Policy. We may use aggregated and de-identified data (that does not identify any individual or Customer) for analytics, benchmarking, and product improvement, consistent with applicable law.

11. Third-Party Services

The Service may interoperate with or link to third-party products, services, or integrations. We are not responsible for third-party services, and your use of them is governed by their own terms and privacy practices.

12. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect such information with reasonable care and use it only to perform under these Terms. This section does not apply to information that is public, independently developed, or rightfully obtained without confidentiality obligations.

13. Term and Termination

These Terms remain in effect while you use the Service. Either party may terminate as set forth in an applicable order form or, absent one, upon reasonable notice. We may suspend or terminate access immediately for material breach, non-payment, or conduct that poses a legal or security risk. Upon termination, your right to use the Service ceases. We will make Customer Data available for export for a limited period as described in the BAA or applicable order form, after which we may delete it in accordance with our retention practices and legal obligations. Sections that by their nature should survive termination will survive.

14. Disclaimers of Warranties

The Service is 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, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that it will result in any particular clinical, billing, or compliance outcome.

15. Limitation of Liability

To the maximum extent permitted by law, Wayvera and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or reimbursement, arising out of or relating to the Service. Our total aggregate liability for any claim arising out of or relating to these Terms or the Service will not exceed the amounts paid by you to Wayvera for the Service in the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

18. Indemnification

You agree to indemnify and hold harmless Wayvera and its affiliates from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of your use of the Service, your Customer Data, your billing or documentation practices, or your breach of these Terms or violation of applicable law.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Service through informal negotiation. Any dispute that is not resolved informally will be brought exclusively in the state or federal courts located in Muscogee County, Georgia (including the United States District Court for the Middle District of Georgia, Columbus Division), and each party consents to the personal jurisdiction and venue of those courts.

20. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting the updated Terms with a new effective date or by notifying you through the Service). Your continued use after the changes take effect constitutes acceptance.

21. Miscellaneous

These Terms, together with any applicable order form, BAA, and our Privacy Policy, constitute the entire agreement between you and Wayvera regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control.

22. Contact

Questions about these Terms may be directed to: