Topaz EMR and Topaz Public Health Standard Terms of Service

TOPAZ EMR AND TOPAZ PUBLIC HEALTH STANDARD TERMS OF SERVICE\n\n1. AGREEMENT AND AUTHORITY. By creating an account, purchasing a subscription, accepting these Terms, or using a Topaz service, the customer represents that the accepting person has authority to bind the organization. These Terms apply together with the applicable order form, invoice, subscription selection, data processing terms, and any written agreement signed by JACE Online.\n\n2. SERVICE SCOPE. Topaz is a hosted software platform. JACE Online provides technology services and does not practice medicine, provide clinical advice, make public-health decisions, or replace the professional judgment, legal duties, reporting obligations, or statutory responsibilities of customers or their personnel.\n\n3. CUSTOMER RESPONSIBILITIES. The customer is responsible for lawful use; authorized users; accurate clinical, demographic, laboratory, surveillance and contact data; obtaining required consents and legal authority; maintaining appropriate devices and connectivity; configuring workflows; reviewing results; and satisfying all professional, privacy, public-health, records-retention and regulatory obligations applicable to the customer.\n\n4. GOVERNMENT AND PUBLIC-HEALTH AUTHORITY. A government, ministry, public-health authority or similar customer represents that it has lawful authority to receive, access, use and act on the surveillance and case information made available to it. Country and jurisdiction access is limited to the scope configured by JACE Online and may be suspended or restricted where authority, payment, security, legitimacy or compliance is in doubt.\n\n5. FEES, BILLING AND RENEWAL. Subscription charges are due in advance. Recurring subscriptions renew according to the selected billing cycle unless cancelled in accordance with the applicable payment-provider process or written agreement. Fees are non-refundable except where required by law or expressly agreed by JACE Online in writing. The customer is responsible for applicable taxes, duties and third-party charges.\n\n6. APPROVAL AND ACTIVATION. Payment does not by itself guarantee activation. JACE Online may perform reasonable legitimacy, security, sanctions, fraud, duplication or authority checks before activation. JACE Online may reject an application and, where appropriate, arrange cancellation or refund according to the payment-provider process and applicable law.\n\n7. SUSPENSION AND TERMINATION. JACE Online may suspend, restrict, revoke or terminate access immediately for non-payment, breach of these Terms, suspected fraud, unlawful use, security risk, misuse, interference with the service, unauthorized data access, conduct that creates material risk to JACE Online or others, or where continued service would be unlawful or commercially unreasonable. JACE Online may also suspend access while investigating a suspected breach.\n\n8. DATA AND PRIVACY. Each customer remains responsible for determining its lawful basis and authority for the personal and health information it places in or receives through Topaz. JACE Online may process information as necessary to provide, secure, support, bill, audit and improve the service, subject to applicable contractual and legal obligations. Customers must not use Topaz to obtain data outside their authorized scope.\n\n9. SECURITY. Customers must safeguard credentials, use MFA where required, promptly disable departed users, and notify JACE Online of suspected compromise. JACE Online may enforce security controls and may block sessions, users, organizations, integrations or traffic when reasonably necessary to protect the platform.\n\n10. AVAILABILITY AND CHANGES. JACE Online will use commercially reasonable efforts to operate the service but does not guarantee uninterrupted, error-free or continuously available service. Maintenance, third-party services, internet failures, emergencies and events outside reasonable control may affect availability. JACE Online may modify features, interfaces, security controls and technical requirements provided that it does not intentionally remove the core paid service without reasonable commercial justification.\n\n11. INTELLECTUAL PROPERTY. JACE Online and its licensors retain all right, title and interest in Topaz, JACE Online, software, designs, workflows, documentation, trademarks, analytics structures and related technology. No ownership transfers to the customer. The customer may not reverse engineer, copy, resell, sublicense, scrape, bypass access controls, or create a competing derivative service except to the extent such restriction is prohibited by law.\n\n12. CONFIDENTIALITY. Each party must protect the other party's confidential information using reasonable safeguards and may use it only for the relationship, except where disclosure is required by law.\n\n13. THIRD-PARTY SERVICES. Payment processors, email providers, hosting services, identity services, laboratory interfaces and other third-party systems may be used with Topaz. JACE Online is not responsible for third-party outages, policy decisions or acts outside JACE Online's reasonable control.\n\n14. DISCLAIMERS. To the maximum extent permitted by law, the service is provided on an as-available basis. JACE Online disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement and any warranty that use of Topaz alone will satisfy a customer's legal, clinical, accreditation, insurance or regulatory obligations.\n\n15. LIMITATION OF LIABILITY. To the maximum extent permitted by law, JACE Online will not be liable for indirect, incidental, special, consequential, punitive or exemplary damages, loss of profits, loss of revenue, loss of opportunity, business interruption, or loss arising from customer clinical decisions or unauthorized customer use. JACE Online's aggregate liability arising from the service will not exceed the fees actually paid by the affected customer to JACE Online for the applicable service during the twelve months immediately preceding the event giving rise to the claim, except to the extent a limitation is prohibited by law.\n\n16. INDEMNITY. To the maximum extent permitted by law, the customer will defend, indemnify and hold harmless JACE Online and its officers, personnel and contractors from third-party claims, losses and reasonable costs arising from the customer's unlawful use, breach of these Terms, lack of authority or consent, customer-supplied data, clinical or public-health decisions, or violation of another person's rights.\n\n17. ACCOUNT AND DATA EXIT. Upon termination, access may cease. Data export, retention, deletion and transition services are subject to applicable law, the applicable plan, written agreement and reasonable technical or professional-service charges. JACE Online may retain records required for billing, security, audit, dispute resolution or legal compliance.\n\n18. TERMS UPDATES. JACE Online may update these Terms. Material changes may require renewed acceptance. Continued use after an effective update may constitute acceptance where permitted by law.\n\n19. GOVERNING DOCUMENTS. If these Terms conflict with a written agreement signed by JACE Online, the signed agreement controls to the extent of the conflict. Governing law and forum are those stated in the applicable order form, invoice, signed agreement or other written designation issued by JACE Online.\n\n20. ENTIRE AGREEMENT; SEVERABILITY. These Terms and the incorporated commercial documents form the agreement for the service. If a provision is unenforceable, the remaining provisions continue in effect. Failure to enforce a provision is not a waiver.\n\nBy checking the acceptance box, the accepting person confirms that the person has read, understood and agrees to these Terms on behalf of the customer organization.