Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Alba Digital Development LLC ("AlbaMed," "we," "us," or "our"), governing your access to and use of the AlbaMed healthcare management platform available at albamed.org and its associated subdomains (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any applicable Business Associate Agreement ("BAA"). If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

AlbaMed is a comprehensive, HIPAA-compliant, cloud-based healthcare management platform designed for behavioral health organizations operating in the United States. The Service provides the following integrated modules:

• Billing & Operations: Insurance eligibility verification, claims management, payment posting, automated billing cycles, accounts receivable tracking, invoicing, and financial reporting
• Clinical Workflows: Patient records management with PHI encryption, clinical documentation (PSR, Intensive Therapy, Targeted Case Management), treatment plans, progress notes, assessments, risk scoring, and compliance monitoring
• Credentialing & Payer Enrollment: Provider credentialing management, payer enrollment tracking, document expiration monitoring, and compliance status dashboards
• Human Resources: Employee onboarding, personnel file management, timesheet tracking, payroll integration, document management, and organizational role administration
• AI-Assisted Tools: Clinical decision support, documentation assistance, and compliance analysis powered by artificial intelligence, always subject to clinician review and approval

The Service is provided on a subscription basis as described in Section 4. We reserve the right to modify, update, or discontinue any feature of the Service at any time, with reasonable notice for material changes.

3. Account Registration

To access the Service, you must register for an account. By registering, you agree to the following:

Accuracy of Information

• You must provide accurate, current, and complete information during the registration process, including your legal name, email address, organization name, and any professional identifiers (such as NPI numbers) as required
• You must promptly update your account information if any changes occur to ensure it remains accurate and complete at all times
• Providing false, misleading, or fraudulent information is grounds for immediate account termination

Account Security

• You are responsible for maintaining the confidentiality of your login credentials, including your password
• You must not share your account credentials with any other individual. Each user must have their own unique account
• You are responsible for all activities that occur under your account, whether or not authorized by you
• You must notify us immediately at support@albadigitaldevelopment.com if you suspect any unauthorized access to or use of your account

Account Administration

• Organization administrators are responsible for managing user accounts within their organization, including assigning appropriate roles and permissions
• Administrators must promptly deactivate accounts of employees or contractors who no longer require access to the Service
• We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk to the platform

4. Subscription & Billing

Subscription Plans

• Access to the Service requires a paid subscription. Available plans, features, and pricing are presented during the onboarding process or upon request from our sales team
• Subscription fees are based on the plan selected by your organization and may vary depending on the number of users, modules enabled, and volume of transactions processed
• We may offer trial periods at our discretion. Trial terms, including duration and feature limitations, will be communicated at the time the trial is offered

Payment Terms

• Subscription fees are billed in advance on a monthly or annual basis, depending on the billing cycle selected by your organization
• All payments are due on the date specified in your invoice. Late payments may incur a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower
• We accept payment via credit card, ACH bank transfer, or other methods as specified during enrollment. You authorize us to charge the payment method on file for recurring subscription fees
• All fees are stated in United States dollars (USD) and are exclusive of applicable taxes, which are your responsibility

Refund Policy

• Subscription fees are generally non-refundable once the billing period has commenced
• If you cancel your subscription before the end of a billing period, you will retain access to the Service until the end of that period, but no prorated refund will be issued
• In the event of a material service failure attributable solely to AlbaMed that renders the Service substantially unusable for more than seventy-two (72) consecutive hours, you may request a prorated credit for the affected period by contacting us within fourteen (14) days of the incident

5. Acceptable Use

You agree to use the Service only for its intended purpose as a healthcare management platform and in compliance with all applicable laws, regulations, and professional standards. Specifically:

Permitted Uses

• Managing your organization's healthcare operations, including patient records, billing, credentialing, and human resources, within the scope of the modules available under your subscription
• Accessing and processing Protected Health Information (PHI) in accordance with HIPAA regulations and the terms of your Business Associate Agreement with AlbaMed
• Generating reports, exporting data, and using the platform's tools to support your organization's legitimate business and clinical operations

Prohibited Uses

• You must not use the Service for any unlawful purpose or in any manner that violates applicable federal, state, or local laws, including but not limited to HIPAA, the False Claims Act, and Anti-Kickback Statute
• You must not attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code or underlying algorithms of the Service
• You must not use automated scripts, bots, scrapers, or similar tools to access, extract data from, or interact with the Service without our prior written consent
• You must not attempt to gain unauthorized access to any part of the Service, other user accounts, or systems or networks connected to the Service
• You must not introduce malware, viruses, Trojan horses, worms, or any other malicious or harmful code into the Service
• You must not sublicense, resell, rent, lease, or otherwise commercially exploit the Service to third parties without our prior written authorization
• You must not use the Service to store or transmit content that is defamatory, obscene, fraudulent, or that infringes upon the intellectual property rights of any third party
• You must not interfere with or disrupt the integrity, performance, or availability of the Service, including through denial-of-service attacks or excessive load generation

Violation of these acceptable use provisions may result in immediate suspension or termination of your account, without prior notice, and may be reported to the appropriate legal authorities.

6. Protected Health Information (PHI)

The handling of Protected Health Information is central to the Service and is governed by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the HITECH Act, and their implementing regulations:

Business Associate Relationship

• AlbaMed operates as a Business Associate as defined under HIPAA (45 CFR 160.103). Your organization, as a Covered Entity or Business Associate, must execute a Business Associate Agreement (BAA) with AlbaMed prior to transmitting any PHI through the Service
• The BAA governs the permitted uses and disclosures of PHI by AlbaMed and establishes the safeguards we implement to protect such information
• We will not use or disclose PHI in any manner that is not permitted or required by the BAA, these Terms, or applicable law

Your Responsibilities as a Covered Entity

• You are responsible for ensuring that your use of the Service complies with HIPAA's Privacy Rule, Security Rule, and Breach Notification Rule
• You must obtain any necessary patient consents or authorizations before entering PHI into the Service, as required by applicable federal and state law
• You must ensure that your workforce members with access to the Service have received appropriate HIPAA training and are aware of their obligations regarding PHI
• You are responsible for configuring user roles and permissions within the Service to enforce the minimum necessary standard for PHI access within your organization

Our Safeguards

• All PHI stored within AlbaMed is encrypted at rest using AES-256-CBC encryption
• All data transmissions are protected with TLS 1.2+ encryption
• We maintain comprehensive audit logs of all access to and modifications of PHI
• We conduct regular risk assessments and implement administrative, physical, and technical safeguards as required by the HIPAA Security Rule
• In the event of a breach of unsecured PHI, we will notify the affected Covered Entity in accordance with the timeframes and procedures established in the BAA and 45 CFR Part 164, Subpart D

7. Intellectual Property

AlbaMed's Intellectual Property

• The Service, including all software, source code, algorithms, user interfaces, designs, graphics, trademarks, service marks, logos, documentation, and all associated intellectual property, is and remains the exclusive property of Alba Digital Development LLC
• Your subscription grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription, subject to these Terms
• Nothing in these Terms transfers any ownership interest in the Service or any intellectual property rights to you or your organization
• All feedback, suggestions, enhancement requests, or other input you provide regarding the Service ("Feedback") becomes the property of AlbaMed, and we may use such Feedback without restriction or obligation to you

Your Intellectual Property

• You retain all ownership rights in the data, content, and information you enter into or generate through the Service ("Your Data"), subject to the license grant below
• You grant AlbaMed a limited, non-exclusive license to access, use, process, and display Your Data solely for the purpose of providing, maintaining, and improving the Service as described in these Terms and the BAA
• We will not use Your Data for any purpose other than as described in these Terms, the Privacy Policy, and the BAA

8. Data Ownership & Portability

Your Data Belongs to You. All data that you and your organization's authorized users enter into or generate through the Service remains your property. AlbaMed does not claim any ownership interest in Your Data.

Data Export

• You may request an export of Your Data at any time during your active subscription by contacting us at support@albadigitaldevelopment.com
• Data exports will be provided in standard, machine-readable formats (such as CSV, JSON, or PDF) within a reasonable timeframe, typically not exceeding fifteen (15) business days from receipt of a valid export request
• Certain data types, such as audit logs and system-generated metadata, may be provided in summary or aggregate form where the underlying raw data is not readily exportable

Post-Termination Data Access

• Upon termination or expiration of your subscription, you will have a thirty (30) day grace period to request a full export of Your Data
• After the thirty (30) day grace period, we will securely delete Your Data from our active systems in accordance with our data retention policies and any applicable legal retention requirements
• Certain data may be retained beyond this period as required by HIPAA, tax regulations, or other applicable laws, in which case the data will remain subject to the protections described in our Privacy Policy and any applicable BAA

9. Service Availability

Uptime Commitment

• We strive to maintain the Service with a target uptime of 99.5% measured on a monthly basis, excluding scheduled maintenance windows and force majeure events
• Our infrastructure is hosted on Google Cloud Platform, which provides enterprise-grade reliability, redundancy, and disaster recovery capabilities

Scheduled Maintenance

• We will provide at least twenty-four (24) hours' advance notice for scheduled maintenance that may result in Service downtime, delivered via email to organization administrators and/or through the platform's notification system
• We schedule maintenance during off-peak hours (typically weekends or between 12:00 AM and 6:00 AM Eastern Time) whenever practicable to minimize disruption to your operations

No Guarantee of Uninterrupted Service

• While we make commercially reasonable efforts to ensure the Service is available at all times, we do not guarantee uninterrupted, error-free, or completely secure access to the Service
• The Service may be temporarily unavailable due to scheduled or emergency maintenance, software updates, infrastructure failures, network disruptions, third-party service outages, or circumstances beyond our reasonable control
• We will make commercially reasonable efforts to restore Service availability promptly in the event of any unplanned outage and will communicate status updates to affected users

10. Limitation of Liability

Cap on Liability

To the maximum extent permitted by applicable law, the total aggregate liability of Alba Digital Development LLC, its officers, directors, employees, agents, and affiliates, arising out of or related to these Terms or the Service, whether based in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total subscription fees actually paid by you to AlbaMed during the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall AlbaMed be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business opportunities, or goodwill
• Cost of procurement of substitute services
• Damages resulting from unauthorized access to, alteration of, or loss of your data or transmissions, except to the extent caused by AlbaMed's gross negligence or willful misconduct

Exceptions

The limitations in this section do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality obligations, including obligations related to PHI; (c) your obligation to pay fees due under these Terms; or (d) claims arising from a party's gross negligence or willful misconduct.

Basis of the Bargain. You acknowledge that the fees for the Service reflect the allocation of risk set forth in these Terms and that AlbaMed would not enter into these Terms without these limitations on its liability.

11. Indemnification

You agree to indemnify, defend, and hold harmless Alba Digital Development LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your use of the Service in violation of these Terms, including any breach of the acceptable use provisions
• Your violation of any applicable law, regulation, or third-party right, including but not limited to HIPAA, state healthcare regulations, and intellectual property rights
• Any data or content you enter into or transmit through the Service
• Your failure to maintain adequate security for your account credentials or to deactivate accounts of unauthorized users promptly
• Any claim by a third party (including patients, employees, insurers, or governmental agencies) arising from your organization's use of the Service or the data processed through it
• Your failure to obtain required patient consents, authorizations, or other regulatory approvals before processing PHI through the Service

AlbaMed will provide you with prompt written notice of any claim subject to indemnification under this section and will cooperate reasonably with your defense of such claim. We reserve the right, at our expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

12. Termination

Termination by You

• You may terminate your subscription at any time by providing written notice to support@albadigitaldevelopment.com at least thirty (30) days prior to the desired termination date
• Upon termination, your access to the Service will continue until the end of the current billing period for which payment has been made. No refund will be issued for unused portions of a billing period

Termination by AlbaMed

• We may suspend or terminate your access to the Service immediately, without prior notice, if: (a) you materially breach these Terms and fail to cure such breach within fifteen (15) days of written notice; (b) you engage in prohibited conduct under Section 5; (c) your account is used for fraudulent or illegal activity; or (d) continued provision of the Service to you would pose a security risk to the platform or other users
• We may also terminate your subscription with sixty (60) days' written notice for any reason, including discontinuation of the Service or a material change to our business operations

Effect of Termination

• Upon termination, you will have a thirty (30) day data export period during which you may request a complete export of Your Data as described in Section 8
• After the data export period, we will securely delete Your Data from our active systems, subject to legal retention obligations
• Sections 6 (PHI), 7 (Intellectual Property), 8 (Data Ownership), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), and 14 (Dispute Resolution) shall survive termination of these Terms
• Any outstanding payment obligations incurred prior to termination remain due and payable

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or related to these Terms that is not subject to arbitration under Section 14 shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and you consent to the personal jurisdiction and venue of such courts.

Notwithstanding the foregoing, to the extent that any provision of these Terms conflicts with applicable provisions of HIPAA or other federal healthcare regulations, the federal regulations shall control with respect to the handling of PHI and related compliance obligations.

14. Dispute Resolution

Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or related to these Terms informally. The aggrieved party must send written notice describing the dispute to the other party, and the parties shall negotiate in good faith for a period of thirty (30) days from receipt of such notice.

Binding Arbitration

• If the parties are unable to resolve a dispute through informal negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules
• Arbitration shall be conducted by a single arbitrator in Miami-Dade County, Florida, or at a mutually agreed-upon location. The arbitrator must have experience in healthcare technology or commercial software disputes
• The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction
• Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that the prevailing party is entitled to recover reasonable attorneys' fees

Exceptions to Arbitration

• Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or PHI
• Claims involving amounts less than ten thousand dollars ($10,000) may be brought in small claims court in Miami-Dade County, Florida, at the election of the claimant

Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive your right to participate in a class action lawsuit or class-wide arbitration against AlbaMed.

15. Changes to Terms

We may update these Terms from time to time to reflect changes in our Service, business practices, legal requirements, or industry standards. When we make changes:

• We will update the "Effective Date" at the top of this page
• For material changes, we will provide at least thirty (30) days' advance notice before the changes take effect, delivered via email to organization administrators and/or through a prominent notice within the platform
• Material changes include, but are not limited to, modifications to pricing, payment terms, liability provisions, data handling practices, or any terms that materially affect your rights or obligations
• For non-material changes (such as corrections, clarifications, or formatting updates), we may update these Terms without advance notice, though we will always update the Effective Date

Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of those changes. If you do not agree with the revised Terms, you must discontinue your use of the Service and may terminate your subscription in accordance with Section 12.

We encourage you to review these Terms periodically. A history of prior versions of these Terms is available upon request.

16. Contact Us

If you have any questions, concerns, or feedback regarding these Terms of Service or the AlbaMed platform, please contact us:

• Email: support@albadigitaldevelopment.com
• Company: Alba Digital Development LLC
• Website: albamed.org

For legal notices, including notices of disputes or claims under these Terms, please send correspondence by email with the subject line "Legal Notice" to the address above. Legal notices are deemed received upon confirmed delivery.

For urgent matters related to account security, data breaches, or HIPAA compliance, please email us with the subject line "Urgent Security" and we will respond within one (1) business day.