MeasurePM Terms of Service

1. Agreement and definitions

These Terms of Service (“Terms”) are a binding agreement between Measure Practice Management (“MeasurePM,” “we,” “us”) and the organization that subscribes to MeasurePM (“Customer,” “you”). By signing an Order Form, clicking to accept, or using the Services, you agree to these Terms. If you accept on behalf of an organization, you confirm you have authority to bind it.

If an Order Form or signed agreement conflicts with these Terms, the Order Form controls for that conflict. The Business Associate Agreement controls for anything involving Protected Health Information.

Definitions

• Services: the MeasurePM practice management platform, including scheduling, session data collection, billing and revenue cycle tools, reporting, mobile apps, and related support.
• Order Form: the quote, proposal or online order that lists your subscription, fees and term.
• Authorized Users: your employees and contractors (for example BCBAs, RBTs, billing and administrative staff) whom you allow to use the Services.
• Customer Data: all data you or your Authorized Users enter into or upload to the Services.
• Protected Health Information (PHI): has the meaning given in HIPAA (45 C.F.R. § 160.103).
• BAA: the Business Associate Agreement between you and MeasurePM.

2. The Services and accounts

2.1 Access. Subject to these Terms and payment of fees, MeasurePM grants you a non-exclusive, non-transferable right during the subscription term to access and use the Services for your internal business operations.

2.2 Authorized Users. You are responsible for your Authorized Users’ use of the Services and their compliance with these Terms. User accounts may not be shared. Usage is limited to the number of users, locations or clients listed in your Order Form.

2.3 Account security. You must keep login credentials confidential, use multi-factor authentication where offered, and promptly remove access for anyone who leaves your organization. Notify us at support@measurepm.com right away if you suspect unauthorized access.

2.4 Eligibility. The Services are for businesses, not individual consumers. You confirm you are a legally formed organization, and each Authorized User is at least 18.

2.5 Changes to the Services. We may update and improve the Services. We will not materially reduce core functionality during a paid term without notice, and we will give reasonable advance notice of features we retire.

3. Fees and payment

3.1 Fees. You agree to pay the fees in your Order Form, including any minimum monthly commitment. Fees are based on the subscription purchased, not actual usage, and are non-refundable except as these Terms state.

3.2 Billing. Unless your Order Form says otherwise, fees are billed monthly in advance and due within [15] days of invoice, or charged automatically to the payment method on file. Implementation, data migration and training fees are billed as listed in the Order Form.

3.3 Late payment. Overdue amounts may accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. If an account is more than [30] days past due, we may suspend access after [10] days’ written notice. Suspension does not delete your data.

3.4 Taxes. Fees exclude taxes. You are responsible for applicable sales, use and similar taxes, other than taxes on our income.

3.5 Price changes. We may change fees at renewal with at least [60] days’ notice. Prices are fixed during your current term.

4. Customer data, privacy and HIPAA

4.1 Your data. You own Customer Data. You grant MeasurePM a limited license to host, process and display Customer Data only to provide, secure and support the Services, and as required by law.

4.2 HIPAA and the BAA. You and MeasurePM will sign a BAA before you enter any PHI into the Services. MeasurePM will handle PHI only as the BAA and HIPAA allow. Do not enter PHI until the BAA is in place.

4.3 Security. We maintain administrative, physical and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls and audit logging. We will notify you of a security incident affecting your data as required by the BAA and applicable law.

4.4 De-identified and usage data. We may create de-identified, aggregated data that does not identify you, your Authorized Users or any patient, using HIPAA’s de-identification standards, and use it to improve the Services and publish industry benchmarks. We may also use data about how the Services are used (such as feature usage and performance) to operate and improve them.

4.5 Privacy Policy. Personal information about Authorized Users is handled under our Privacy Policy at [link].

4.6 Subprocessors. We use vetted third-party providers (such as cloud hosting) to deliver the Services, each bound by confidentiality and, where they handle PHI, a business associate agreement. A current list is available on request.

5. Customer responsibilities and acceptable use

5.1 Clinical and billing responsibility. MeasurePM is a software tool. It does not provide clinical, medical, legal or billing advice. You remain solely responsible for treatment decisions, the accuracy of session notes and documentation, authorizations, and every claim you submit to payers, including coding, medical necessity and compliance with payer and Medicaid rules.

5.2 Lawful use. You will use the Services in compliance with all applicable laws, including HIPAA, state privacy laws and payer requirements, and you have obtained any consents needed to enter Customer Data.

5.3 Prohibited uses. You and your Authorized Users will not:

• Share accounts or let unauthorized people access the Services
• Copy, resell, sublicense or provide the Services to third parties
• Reverse engineer, decompile or attempt to access the source code
• Probe, scan or test the Services’ security, or interfere with their operation
• Upload malware or use the Services to send spam
• Scrape the Services or use them to build a competing product
• Submit false or fraudulent claims or records

5.4 Suspension. We may suspend access if needed to prevent harm to the Services, other customers or patients, or to comply with law. We will give notice when practical and restore access once the issue is resolved.

6. Intellectual property, feedback and third-party services

6.1 Our property. MeasurePM and its licensors own the Services, software, design, documentation and all related intellectual property. No rights are granted except those expressly stated in these Terms.

6.2 Feedback. If you send suggestions or ideas, we may use them freely without obligation to you.

6.3 Third-party services. The Services may connect to third-party products such as clearinghouses, payers, payment processors, calendars and accounting tools. Your use of those products is governed by their own terms. We are not responsible for third-party services or their availability, though we will work in good faith to keep supported integrations running.

6.4 Publicity. With your prior written consent, we may list your organization’s name and logo as a customer.

7. Confidentiality

Each party will protect the other’s non-public business, technical and financial information (“Confidential Information”) with at least reasonable care, use it only to perform under these Terms, and share it only with personnel and advisors who need to know and are bound by similar duties.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law, after giving the other party notice where legally allowed. PHI is governed by the BAA.

8. Term, termination and data export

8.1 Term and renewal. Your subscription runs for the term in your Order Form and renews automatically for the same length unless either party gives notice of non-renewal at least [30] days before the term ends.

8.2 Termination for cause. Either party may terminate if the other materially breaches these Terms and does not cure the breach within 30 days of written notice. If you terminate for our uncured breach, we will refund prepaid fees for the unused part of the term.

8.3 Effect of termination. When the subscription ends, access to the Services stops and all unpaid fees become due.

8.4 Data export and deletion. For [60] days after termination, you may export Customer Data in a standard format (such as CSV or PDF). Afterward, we will delete or de-identify Customer Data within a reasonable period, except where law, the BAA or our backup cycle requires temporary retention. Retained data stays protected under these Terms and the BAA.

8.5 Survival. Sections on fees owed, data, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification and governing law survive termination.

9. Warranties, liability and indemnification

9.1 Our warranty. MeasurePM warrants that the Services will perform materially as described in our documentation during your term. If they do not, your remedy is for us to fix the issue or, if we cannot within a reasonable time, to terminate the affected Services and refund prepaid fees for the unused period.

9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MEASUREPM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE, OR THAT ANY CLAIM WILL BE PAID BY A PAYER.

9.3 Limitation of liability. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to your payment obligations, a party’s indemnification obligations, or breaches of Section 5.3.

9.4 Our indemnity. We will defend you against third-party claims that the Services, as provided by us, infringe a U.S. patent, copyright or trademark, and pay resulting damages and costs finally awarded or agreed in settlement.

9.5 Your indemnity. You will defend MeasurePM against third-party claims arising from Customer Data, your clinical services or billing submissions, or your use of the Services in violation of these Terms or law, and pay resulting damages and costs.

9.6 Process. The party seeking indemnity must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, which may not settle in a way that admits fault by the other without consent.

10. Governing law, changes and general terms

10.1 Governing law and disputes. These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. The parties will first try to resolve any dispute through good-faith discussion between executives for 30 days. Unresolved disputes go exclusively to the state or federal courts in [County], California, and each party consents to that jurisdiction.

10.2 Changes to these Terms. We may update these Terms by posting a new version and notifying account administrators by email or in the app at least [30] days before it takes effect. Changes apply from your next renewal unless you agree to them sooner, or they are required by law.

10.3 General.

• Entire agreement: these Terms, your Order Forms and the BAA are the full agreement and replace prior discussions.
• Assignment: neither party may assign these Terms without consent, except to a successor in a merger, acquisition or sale of substantially all assets.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Independent parties: no partnership, joint venture or agency is created.
• Notices: legal notices go by email to the addresses in the Order Form, with a copy to [legal email].
• Severability and waiver: an unenforceable provision is modified to the minimum extent needed; failing to enforce a right is not a waiver.

10.4 Contact. Measure Practice Management, [Street Address, City, State ZIP], support@measurepm.com, [phone].