PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES OFFERED BY AVARA SOFTWARE LLC ("AVARA," "WE," "US," OR "OUR"), INCLUDING CREATING AN ACCOUNT OR SIGNIFYING YOUR ACCEPTANCE IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF YOURSELF, YOUR ORGANIZATION (IF APPLICABLE), AND ANY ASSOCIATED USERS OR PROVIDERS. IF YOU DO NOT AGREE TO THESE TERMS OR LACK THE AUTHORITY TO BIND YOUR ORGANIZATION, YOU MAY NOT USE THE SERVICES.

These Terms of Service ("Agreement") form a legal agreement between you and Avara Software LLC. They govern your use of our platforms, software applications, tools, and related services (the "Services"), including those involving electronic health records, image viewing, communication features, and any related components.

You are agreeing to these terms as an individual and/or on behalf of an organization ("Organization") for which you act as an agent or representative. References to "you" or "your" include both the individual user and the Organization, including all users authorized under your account.

If you are aware that a team member no longer has the proper credentials or is no longer authorized to access the Services, you must immediately revoke their access.

IMPORTANT: THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE AND A WAIVER OF CLASS ACTION RIGHTS, AS DESCRIBED BELOW.

This Agreement may be updated by us from time to time. Updates to the Agreement are effective immediately when posted. Please review this Agreement regularly for updates. If required by any applicable law, Avara will directly contact you to provide you with an updated Agreement.

1. Definitions

Account Owner: The individual who registers the account and is responsible for managing users, settings, and subscription payments.

Client: An individual receiving services from a provider who uses Avara's Services to manage their care.

Client Portal: The digital platform where Clients can view results, manage appointments, make payments, and communicate with providers.

Content: Includes templates, documentation, images, and other digital materials provided or made available through the Services, including third-party licensed content.

Dispute: Any disagreement or legal claim arising between you and Avara, regardless of legal theory.

HIPAA: The Health Insurance Portability and Accountability Act and associated regulations governing health data privacy and security.

Intellectual Property Rights: Includes all intellectual property and proprietary rights under applicable law, including copyrights, trademarks, patents, and trade secrets.

Personal Information: Information that directly or indirectly identifies an individual, including contact details, health data, and usage information.

Protected Health Information (PHI): Defined by HIPAA, includes any information about health status, provision of health care, or payment that can be linked to an individual.

Services: The software, systems, features, and support provided by Avara to facilitate healthcare documentation, image management, communications, and associated functions.

Team Member: Any user authorized by the Account Owner to access the Services under their account, including staff and contractors.

User Data: Any data input into the Services by you or your Team Members, including but not limited to PHI, client records, images, notes, and transaction data.

2. Eligibility and Verification

By agreeing to these Terms, you confirm that you are at least 18 years old, or the legal age of majority in your jurisdiction. If you are entering into this Agreement on behalf of an Organization, you represent that you have the authority to bind that Organization to these Terms.

You agree to provide accurate, complete, and current registration information and to update this information promptly as needed. Avara reserves the right to request documentation to verify your identity, professional credentials, or organizational affiliation at any time.

You are responsible for safeguarding your login credentials and for ensuring that Team Members only access the Services for authorized purposes. You must notify Avara immediately if you become aware of any unauthorized access, suspicious activity, or breach involving your account.

If your Organization serves minors or users under the age of 18, you are responsible for obtaining any required parental or guardian consents under applicable law before allowing those individuals' information to be processed through the Services.

3. Account Creation and Management

To access the Services, you must create an account by submitting the required registration information through our online form or other designated method. You agree to provide accurate and complete information, and to keep your account details updated.

You may only create and maintain an account if you are located in a jurisdiction where the Services are legally available and authorized for use. Avara reserves the right to suspend or terminate your account if it becomes aware of any false or misleading information provided during registration or account usage.

The Account Owner is responsible for all activities that occur under the account, including the actions of Team Members. You agree to ensure that all users accessing your account do so only as authorized and in accordance with this Agreement.

Each Team Member must have unique login credentials. Sharing of credentials between individuals is strictly prohibited and may result in suspension or termination of access.

If you wish to transfer account ownership (e.g., due to employment change or organizational restructuring), you must follow Avara's transfer process, which may include identity verification and written authorization.

You are solely responsible for any liability resulting from your failure to maintain the confidentiality of your credentials or those of your Team Members.

4. Access to Services

The Services may only be accessed and used from jurisdictions where Avara is legally authorized to operate. While clients and team members may access the Services from other locations, Avara makes no representation that the Services are appropriate or available for use in jurisdictions outside of the United States.

You acknowledge and agree that the Services are intended for users located in the United States. Access from other territories is done at your own risk, and you are solely responsible for compliance with all local laws and regulations, including those regarding data privacy and export controls.

Avara may update, suspend, or restrict access to the Services from time to time in order to ensure compliance with legal obligations, maintain security, perform maintenance, or improve functionality. We are not responsible for any loss or damages resulting from such interruptions.

5. Use of Account and Responsibilities

You are fully responsible for all actions taken under your account, including those of your Team Members and Clients with whom you share access. You must ensure that all activity conducted through your account complies with this Agreement, all applicable laws, and professional obligations.

You agree not to:

Use the Services in any unlawful manner or for any unlawful purpose;
Upload, transmit, or store malicious code or any data that may harm or interfere with the Services;
Attempt to gain unauthorized access to another user's account, data, or systems;
Misrepresent your identity or professional qualifications;
Use the Services for activities that violate patient privacy, including disclosure of PHI without appropriate consent;
Circumvent, disable, or interfere with security features of the Services.

If Avara suspects or becomes aware of any unauthorized, unlawful, or inappropriate use of your account, we may suspend or terminate access at our discretion, with or without notice.

You are responsible for ensuring that your use of the Services, and that of any Team Members, complies with all applicable local, state, and federal laws, including those related to data privacy, patient rights, and professional licensure.

6. Passwords and Security

When setting up an account, the Account Owner and each Team Member will be required to create secure login credentials. You agree to maintain the confidentiality and security of your password, and to prevent unauthorized access to your account.

You are responsible for any activities or actions that occur under your account, whether by you or any other person using your credentials. Sharing credentials between users is strictly prohibited.

You must promptly notify Avara of any known or suspected unauthorized use of your account or any other security incident. Avara reserves the right to take appropriate measures, including account suspension or data access restrictions, to protect the security of its systems and users.

You acknowledge that no system is completely secure, and you agree to implement best practices for maintaining the privacy and integrity of the information you and your team enter into the Services.

7. Fees and Billing

Use of the Services may require payment of fees as outlined on our website or in a separate written agreement. You agree to pay all applicable charges in accordance with the selected pricing plan or service tier, including any taxes or surcharges imposed by law.

Fees are billed in advance on a recurring basis (monthly or annually), unless otherwise specified. You authorize Avara to charge your designated payment method for all fees incurred under your account. If payment is not received when due, we reserve the right to suspend or terminate your access to the Services.

All fees are non-refundable, except where required by law or explicitly stated otherwise. We may change our pricing or billing terms with reasonable notice provided via email or through your account dashboard. Continued use of the Services after such changes constitutes acceptance.

You are responsible for keeping your billing and payment information current. If you believe a billing error has occurred, you must notify us within 30 days of the charge; otherwise, the charge will be considered accepted.

8. Modification of Service

Avara reserves the right to enhance, update, modify, limit, discontinue, or remove portions of the Services at any time, with or without notice. We may make these changes to comply with regulatory requirements, implement improvements, maintain system performance, enhance security, or for other operational reasons.

Whenever possible, we will notify you in advance of significant changes. However, Avara is not obligated to maintain any specific feature or component of the Services and shall not be held liable for the removal or modification of any feature.

Your continued use of the Services after such modifications have been implemented constitutes your acceptance of the modified Services.

9. User Data

9.1 Ownership and Responsibility

You retain all rights and ownership over the User Data you or your Team Members upload, submit, or generate through the Services. By using the Services, you represent and warrant that you have all necessary rights and authorizations to provide and manage this data, including compliance with applicable privacy laws.

9.2 License Grant

You grant Avara a limited, non-exclusive, royalty-free, worldwide license to use, host, store, process, reproduce, and display User Data solely for the purpose of providing, maintaining, and improving the Services. Avara may also use anonymized and aggregated forms of the data to enhance system performance, develop new features, and produce analytics that do not identify any individual or organization.

9.3 Payment and Transaction Data

You also grant Avara permission to access and use payment-related information, including billing data and transaction logs, for the purposes of billing, service provisioning, fraud prevention, and regulatory compliance. This may include collaboration with third-party processors.

9.4 Client and PHI Responsibilities

You acknowledge that you are solely responsible for the data you and your Team Members input into the Services, including but not limited to Client records, notes, PHI, and associated data. You are required to follow all applicable regulations, including HIPAA, in the management and disclosure of such data.

9.5 Data Use Restrictions

You agree not to upload or input data that:

Violates any intellectual property rights;
Contains unlawful, defamatory, or offensive material;
Infringes upon the rights or privacy of others;
Includes confidential third-party information without appropriate consent.

9.6 Data Removal and Access

Avara may remove or restrict access to User Data that it believes violates this Agreement, applicable laws, or industry best practices. You agree that Avara may maintain logs and metadata for auditing and compliance purposes.

9.7 Data Portability and Transfer

If a Team Member becomes unavailable or incapacitated, or if you wish to transfer account ownership, it is your responsibility to ensure appropriate legal authority and consent is obtained for access or transfer of User Data. Avara may require identity verification or documentation before granting such requests. We recommend that you maintain documented procedures for access and continuity in the event of staff changes, incapacitation, or other disruptions.

10. Data Privacy

Avara is committed to protecting the confidentiality, integrity, and availability of your data. Our privacy practices are guided by applicable federal and state privacy laws, including HIPAA, and are described further in our Privacy Policy.

10.1 Use of Personal Information

We do not sell, rent, or trade your Personal Information. Any use of PHI or other sensitive data is limited to what is necessary to provide and support the Services, fulfill contractual obligations, meet regulatory requirements, or as permitted by law. We may use de-identified, aggregated, or anonymized data—including pixel-level or diagnostic data extracted from imaging or usage logs—for the purposes of improving our services, developing new features, analytics, research, or commercial use. Such data will be stripped of identifiers in accordance with applicable privacy laws and will not be used to identify any individual or organization.

10.2 Business Associate Agreement (BAA)

To the extent Avara handles PHI on behalf of a Covered Entity, we agree to comply with the terms outlined in our BAA. In cases of conflict between this Agreement and the BAA, the BAA shall control with respect to the treatment of PHI.

10.3 Consent and Authorization

You are responsible for obtaining any required consents from patients, clients, or guardians regarding the collection, use, and sharing of their information through the Services. We may provide sample forms or documentation templates as a courtesy, but you are solely responsible for ensuring legal compliance.

10.4 Legal Requests and Disclosures

If Avara is compelled by law to disclose User Data (e.g., via subpoena or court order), we may notify you unless prohibited by law or requested not to do so by law enforcement. We will limit such disclosures to the minimum necessary to comply with the legal requirement.

10.5 Data Export and Retention Upon Termination

Upon account termination, you may export your data. Avara will retain data as required by law or regulation, after which it will be securely deleted. You are responsible for maintaining your own archives in accordance with legal and professional standards.

10.6 Global Transfers and Compliance

If User Data is accessed or transferred across borders (e.g., from the EU or other regulated jurisdictions), Avara will implement safeguards to comply with data transfer requirements such as Standard Contractual Clauses or other applicable frameworks.

10.7 Security Practices

We implement technical, administrative, and physical security controls, including encryption, access controls, audit logs, and staff training. However, no system is entirely immune from risk, and you agree to follow best practices in using and securing your account.

Contact Information

If you have any questions about these Terms, please contact us at:
Email: richiebailey@avarasoftware.com
Address: Avara Software, 5015 4th St N, St. Petersburg Florida 33703
Attention: Richard Bailey

Effective Date: December 1, 2024
Last Updated: April 24, 2025