Terms of Service

These terms govern use of C-O-G-S (Core Operations & Growth Systems), operated by Next Gen Tech Platforms INC ("we", "us"). They form an agreement between us and the organization that subscribes ("Customer"). Where a signed order form, quotation or master agreement exists between us and the Customer, that document governs and these terms fill any gap.

If you are using C-O-G-S because your employer gave you an account, you are an Authorised User and these terms apply to you through your organization.

1. The service

We grant the Customer a non-exclusive, non-transferable right to use C-O-G-S during the subscription term, for its own internal business, by its Authorised Users, up to any seat count agreed.

Which features are available depends on the Customer's plan. We may improve, change or retire features; where a change materially reduces functionality the Customer relies on, we will give reasonable notice.

2. Accounts

• Accounts are created by the Customer for named individuals. Accounts may not be shared.
• The Customer is responsible for its Authorised Users' use of the service.
• Tell us promptly if you believe an account has been compromised.
• We may suspend an account that is being used to break these terms or the law, or that threatens the security of the service. We will tell the Customer and restore access as soon as it is safe.

3. Acceptable use

Do not use C-O-G-S to:

• break the law, or infringe anyone's rights
• upload malware, or attempt to breach, probe or overload the service
• access data belonging to another organization, or attempt to
• reverse engineer, resell, or build a competing product from the service
• send unsolicited bulk email
• store patient information in fields not intended for it, or in an organization that has not enabled the patient data features

4. Customer data

The Customer owns its data. We claim no ownership of orders, documents, patient information, messages or anything else the Customer puts into C-O-G-S. We use it only to provide the service, to support the Customer, and as the Privacy Policy describes.

We do not use Customer data to train machine learning models of our own.

The Customer is responsible for the accuracy of what it enters, for having the right to enter it, and for obtaining any consent its own obligations require.

On request during the subscription, and for 30 days after it ends, we will make the Customer's data available for export. After that we may delete it, subject to records we are required to keep.

5. Health information

Where the Customer is a Covered Entity or a Business Associate under HIPAA and uses C-O-G-S to hold protected health information, the parties will enter into a Business Associate Agreement, which governs that information and prevails over these terms where they conflict.

The Customer is responsible for deciding which of its people may see patient information and for configuring those roles in the application.

6. Fees

Fees, billing period and seat count are set out in the order form or quotation. Fees are payable in advance and are non-refundable except where these terms say otherwise. We may suspend the service for non-payment after giving notice and a reasonable chance to put it right. Fees exclude taxes, which the Customer is responsible for.

We may change prices at a renewal with at least 30 days' notice before that renewal.

7. Confidentiality

Each side will protect the other's confidential information with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound to keep it confidential. This does not cover information that is public, independently developed, or lawfully received from someone else — or disclosure required by law, where the disclosing party gives notice if it may.

8. Our intellectual property

We own C-O-G-S, its software, design and documentation. Nothing here transfers that. Feedback you give us about the product may be used freely, without obligation to you.

9. Availability

We aim to keep C-O-G-S available and will give reasonable notice of planned maintenance. Unless a signed agreement sets a service level, the service is provided without an availability commitment.

10. Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care, and that it will not knowingly contain malicious code.

Otherwise the service is provided "as is", and we disclaim all other warranties to the extent the law allows, including merchantability, fitness for a particular purpose and non-infringement.

C-O-G-S assists with record-keeping. It is not a medical device, it does not make clinical decisions, and it must not be relied on for patient care. Automatic reading of handwritten documents is assistive and can be wrong; the Customer is responsible for checking what it sends.

11. Limitation of liability

Neither party is liable for indirect, incidental, special or consequential loss, or for lost profits, revenue or data, even if told such loss was possible.

Each party's total liability arising out of this agreement is limited to the fees paid or payable by the Customer in the 12 months before the event giving rise to the claim.

These limits do not apply to a party's indemnity obligations, to breach of confidentiality, to the Customer's unpaid fees, or to anything that cannot be limited by law.

12. Indemnities

We will defend the Customer against a claim that C-O-G-S infringes a third party's intellectual property, and pay the damages finally awarded or agreed in settlement.

The Customer will defend us against a claim arising from its data or its use of the service in breach of these terms, and pay the damages finally awarded or agreed in settlement.

Each indemnity requires prompt notice, control of the defence, and reasonable cooperation.

13. Term and termination

The subscription runs for the term in the order form and renews for equal periods unless either side gives notice at least 30 days before the end of the current term.

Either side may terminate for material breach that is not cured within 30 days of written notice. On termination, access ends, and clause 4 governs the Customer's data.

14. General

• Neither side is liable for failure caused by events beyond its reasonable control.
• Neither side may assign this agreement without the other's consent, except to a successor of its business.
• Nothing here creates a partnership, agency or employment relationship.
• If a provision is unenforceable, the rest stands.
• These terms, with any order form and any Business Associate Agreement, are the entire agreement.

15. Governing law

This agreement is governed by the laws of the State of Florida, United States, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Florida.

16. Changes to these terms

We may update these terms. We will post the change here and update the date. Material changes take effect at the Customer's next renewal, or 30 days after notice, whichever is later.

17. Contact

Next Gen Tech Platforms INC
legal@c-o-g-s.com