Terms of Service

1. Agreement to These Terms

These Terms of Service (“Terms”) govern access to and use of the websites, web and mobile applications, cloud software, NFC tags, QR posters, sensors, and related services, including the TapFlow Health platform (collectively, the “Services”) offered by TapFlow Systems LLC, an Illinois limited liability company (“TapFlow,” “we,” “us,” or “our”).

By accessing the Services, creating an account, clicking “I agree,” or executing an Order Form that references these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” and “Customer” refer to that organization.

Individual Plans. If you purchase an Individual Plan, you are entering into these Terms on your own behalf, and “you” and “Customer” refer to you as an Individual Subscriber. Section 4A contains additional terms that apply only to Individual Plans and control over any conflicting provision of these Terms as to Individual Plans.

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

Order of precedence. If Customer and TapFlow have executed a Master Services Agreement, Data Processing Addendum, or similar negotiated agreement covering the Services, that agreement controls to the extent of any conflict with these Terms.

2. Definitions

• “Authorized User” means an individual Customer permits to use the Services under Customer’s account, such as an employee, contractor, or clinical staff member.
• “Confidential Information” means non-public information disclosed by one party to the other in connection with these Terms that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data and TapFlow’s software, pricing, and security documentation.
• “Customer Data” means data, records, checklist responses, images, and other content submitted to or generated within the Services by or on behalf of Customer. Customer Data consists of operational and workforce information only, as described in Section 8.
• “Documentation” means TapFlow’s then-current user guides, technical specifications, and support materials.
• “Hardware” means physical products supplied by TapFlow, including NFC tags, QR posters, labels, sensors, mounting hardware, cleaning and adhesive-removal supplies, and related accessories.
• “Individual Plan” means a self-service subscription to TapFlow Credentialing purchased through online checkout by an individual licensed or certified healthcare professional to track that individual’s own professional credentials.
• “Individual Subscriber” means a person who holds an Individual Plan.
• “Order Form” means a written or electronic ordering document (including online checkout) specifying the subscription, quantities, Hardware, term, and fees.
• “Restricted Health Information” means individually identifiable health information about a patient, resident, or other individual receiving care, including information that would constitute Protected Health Information under 45 C.F.R. § 160.103 if held by a covered entity or business associate.
• “Workforce Health Information” means health or medical information about an Authorized User or Individual Subscriber, including immunization or vaccination records, titers, tuberculosis screening results, respirator fit-test results, physical examination forms, drug-screen results, and medical clearances, and any document or image containing such information.

3. Eligibility and Accounts

You must be at least 18 years old and legally capable of entering into a binding contract. The Services are intended for use by organizations and their personnel and, through Individual Plans, by individual licensed or certified healthcare professionals managing their own professional credentials. The Services are not intended for patients or for personal, family, or household purposes unrelated to professional practice.

Customer is responsible for: (a) the accuracy of account registration information; (b) configuring roles, permissions, and site access appropriately; (c) all activity occurring under its accounts; and (d) maintaining the confidentiality of credentials. Credentials may not be shared between individuals. Customer will notify TapFlow promptly at support@tapflowhealth.com upon becoming aware of any unauthorized access.

4. Orders, Subscriptions, and Trials

Except for Individual Plans (see Section 4A), subscriptions are ordered through an Order Form and are provided for the subscription term stated there. Unless the Order Form says otherwise, subscriptions renew automatically for successive terms of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Free trials, pilots, and evaluation accounts are provided as-is, may be modified or discontinued at any time, and are excluded from any service-level or availability commitment. Data in a trial account may be deleted 14 days after the trial ends unless the account converts to a paid subscription.

4A. Individual Plans

4A.1 Scope. An Individual Plan provides a single user with the TapFlow Credentialing features described at checkout for tracking that user’s own licenses, certifications, and other professional credentials. Individual Plans do not include Authorized Users, organizational administration, Hardware, Implementation Services, service-level commitments, or certificates of insurance, and are not governed by a Master Services Agreement or the Data Processing Addendum.

4A.2 Plans and price. Individual Plans are offered on a monthly basis at $5.99 per month or on an annual basis at $49.99 per year, plus applicable taxes, or at the price displayed at checkout when you subscribe. All Individual Plan payments are processed by our payment processor, Stripe.

4A.3 Automatic renewal. YOUR INDIVIDUAL PLAN RENEWS AUTOMATICALLY AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUAL, AS YOU SELECT) AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT PRICE FOR THE SAME BILLING PERIOD UNTIL YOU CANCEL. Before you are charged, checkout will clearly display the price, billing frequency, that the plan renews automatically until cancelled, and how to cancel, and you must affirmatively consent to automatic renewal. After you subscribe, we will email you an acknowledgment of these terms, including how to cancel. For annual plans, we will email you a renewal reminder no fewer than 30 and no more than 60 days before each renewal date, stating the renewal date, the price, and how to cancel. We will email you at least 30 days before any price increase takes effect; the new price applies from your next renewal, and you may cancel before then.

4A.4 Cancellation. You may cancel at any time in your profile settings, without calling or contacting us, or by emailing support@tapflowhealth.com. When you cancel, your plan will not renew, and you keep full access until your next scheduled billing date: for a monthly plan, the end of the current month of service; for an annual plan, the end of the current annual term. That billing date is your “Plan End Date.” Except where required by law, fees already paid are non-refundable, including for partial billing periods.

4A.5 Billing and failed payments. Fees are charged in advance on each billing date to your payment method on file through Stripe. If a renewal charge fails, we will notify you by email and Stripe may retry the charge. In that case your Plan End Date is the billing date on which payment failed, and your account enters the Read-Only Period described in Section 4A.6. If payment succeeds, or you resubscribe, during the Read-Only Period, full access is restored.

4A.6 Read-only period, final archive, and permanent deletion. For fourteen (14) days after the Plan End Date (the “Read-Only Period”), you may sign in to view and download your documents and records, but you cannot upload, add, or edit records, and expiration reminders stop. We will email you when the Read-Only Period begins and again at least three (3) days before it ends. You may restore full access at any time during the Read-Only Period by resubscribing. On the fourteenth (14th) day of the Read-Only Period, we will email a final archive of your uploaded documents, as PDF files in a ZIP folder, to the email address on your account. If the archive is too large to send as an email attachment, we will instead email a secure link to download it, valid for seven (7) days, after which the archive is also deleted. You are responsible for keeping your account email address current, and TapFlow is not responsible for an archive that is not received because of an incorrect or unavailable address, spam filtering, or attachment limits. AFTER THE FINAL ARCHIVE IS SENT, YOUR ACCOUNT AND ALL DOCUMENTS AND RECORDS IN IT WILL BE PERMANENTLY DELETED AND CANNOT BE RECOVERED BY YOU OR BY TAPFLOW. Deleted data is removed from production systems at the end of the Read-Only Period and from backups in the ordinary course of backup rotation, not to exceed thirty-five (35) days after production deletion. We retain billing and transaction records (such as your name, email address, billing address, plan, payment dates and amounts, and card type and last four digits held by Stripe) as required for tax, accounting, and legal purposes, as described in our Privacy Policy.

4A.7 Your records. You own the documents and records in your Individual Plan. Your Individual Plan is separate from any organizational TapFlow account, and no employer, staffing agency, or other organization can see your records unless you choose to share them using features of the Services. While your plan is active and during the Read-Only Period, you may download your uploaded documents at any time, choosing all documents, only unexpired documents, or only expired documents.

4A.8 Professional use; non-waivable rights. Individual Plans are provided for your professional use. Nothing in these Terms limits any right you have under applicable consumer-protection or automatic-renewal law that cannot be waived by contract.

4A.9 Disputes involving Individual Subscribers. The executive negotiation and mediation steps in Section 19 do not apply to Individual Subscribers. Instead, before filing a claim, you and TapFlow each agree to send the other a written description of the dispute (to TapFlow at support@tapflowhealth.com) and to try to resolve it informally for thirty (30) days. Either party may bring an individual claim in small-claims court in the county where you reside.

5. Fees, Billing, and Taxes

Except for Individual Plans, which are billed as described in Section 4A, Customer will pay all fees stated in the applicable Order Form. Unless otherwise specified:

• Fees are quoted in U.S. dollars and invoiced monthly.
• Invoices are due net 30 days from the invoice date.
• Customer must notify TapFlow in writing of any good-faith invoice dispute within 15 days of the invoice date; undisputed portions remain payable when due.
• Undisputed amounts more than 30 days past due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and TapFlow may suspend the Services after 30 days’ written notice.
• Fees are non-refundable except as expressly stated in these Terms or required by law.
• TapFlow may adjust fees effective on renewal with at least 60 days’ written notice.
• Fees exclude sales, use, VAT, and similar taxes, which are Customer’s responsibility other than taxes on TapFlow’s income.

If Customer adds Authorized Users, sites, checkpoints, or modules mid-term, those additions are billed at the then-current rates, prorated through the end of the current term.

6. Hardware

Ordering and delivery. Hardware is sold, not licensed. Title and risk of loss pass to Customer upon delivery to the carrier (FOB origin), unless the Order Form states otherwise. Shipping dates are estimates.

Limited warranty. TapFlow warrants that Hardware will be free from material defects in materials and workmanship under normal use for 1 year from delivery. Customer’s exclusive remedy, and TapFlow’s entire liability, is repair or replacement of, or refund of the amounts paid for, the non-conforming Hardware, at TapFlow’s option.

Exclusions. The warranty does not cover damage from misuse, improper installation, exposure to chemicals or sterilization processes not specified in the Documentation, adhesion failure on surfaces outside published specifications, RF interference, physical alteration, or use with third-party readers or software not approved by TapFlow.

Installation and placement. Customer is solely responsible for where Hardware is installed, including ensuring that placement does not obstruct equipment operation, interfere with medical devices, violate infection-control policy, or conflict with facility or manufacturer requirements. Customer will not apply Hardware to any patient, patient care surface, or item worn or carried by a patient.

Consumables. NFC tags, labels, and posters are consumable items and may require periodic replacement. Replacement is not included in a subscription unless the Order Form says so.

Mounting hardware and supplies. Mounting hardware (including adhesive-backed metal plates and adhesive-backed magnets), alcohol prep pads, and adhesive remover are supplied to support installation and removal of Hardware. Alcohol prep pads and adhesive remover are third-party products sold as supplied by their manufacturers, are excluded from TapFlow’s Hardware warranty, and are subject only to any manufacturer warranty. Customer will use them in accordance with manufacturer labeling and Safety Data Sheets, Customer’s infection-prevention and environmental-services policies, and the equipment manufacturer’s cleaning instructions, and will not apply adhesive remover to any patient-contact surface or any surface on which the equipment manufacturer prohibits solvents. Product names such as Goo Gone® are trademarks of their respective owners, and TapFlow is not affiliated with or endorsed by them.

7. License, Acceptable Use, and Restrictions

License. Subject to these Terms and payment of applicable fees, TapFlow grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business and operational purposes or, for an Individual Subscriber, for managing the Individual Subscriber’s own professional credentials.

Restrictions. Customer and its Authorized Users will not, and will not permit others to:

• resell, lease, sublicense, or provide the Services on a service-bureau basis to third parties;
• reverse engineer, decompile, or attempt to derive source code, except to the extent that restriction is unenforceable under applicable law;
• copy, modify, or create derivative works of the Services or Documentation;
• probe, scan, penetration-test, or otherwise test the vulnerability of the Services without TapFlow’s prior written consent;
• circumvent authentication, rate limits, tenancy boundaries, or usage restrictions;
• use automated means to scrape or extract data other than through documented interfaces;
• clone, spoof, emulate, or re-encode TapFlow NFC tags or QR codes, or falsify checkpoint scans, timestamps, or completion records;
• upload malicious code or content that infringes third-party rights or violates law;
• submit Restricted Health Information to the Services, in any field, attachment, photograph, or free-text entry (see Section 8);
• use the Services in a manner that violates applicable law, including privacy, export control, and sanctions laws;
• benchmark or publish performance results about the Services without TapFlow’s prior written consent.

Falsified compliance records. The Services record when and by whom a checkpoint was scanned and completed. Customer acknowledges that intentionally falsifying compliance records may violate accreditation standards and law, and agrees that TapFlow may suspend accounts on reasonable evidence of systematic falsification.

8. Customer Data, Privacy, and Exclusion of Health Information

No health information. The Services are equipment, task, and compliance workflow tools. They are not designed, sold, or intended to receive, store, process, or transmit Restricted Health Information, and Customer will not submit such information to the Services. TapFlow does not act as a business associate under HIPAA in connection with the Services and does not enter into business associate agreements for them.

Permitted content. Customer Data is limited to operational and workforce information — for example, equipment identifiers and locations, asset and lot numbers, checklist and inspection responses, environmental readings, timestamps, site and department names, and the names, roles, and credentials of Authorized Users performing tasks. Information about Customer’s workforce is not health information about a patient and is permitted.

Workforce Health Information. The Services are not designed or intended to store Workforce Health Information, and you must not upload it in any document, photograph, attachment, or free-text entry. You may record that a health-screening requirement has been met and its completion and expiration dates, without any underlying medical detail. IF YOU UPLOAD WORKFORCE HEALTH INFORMATION DESPITE THIS RESTRICTION, YOU DO SO AT YOUR OWN RISK. TapFlow does not apply safeguards specific to health information to such content, makes no commitment regarding it beyond the general security measures that apply to all Customer Data, and is not responsible for any loss, disclosure, or other consequence arising from it, to the extent permitted by law. TapFlow may, without liability and with notice where practicable, delete or quarantine content it reasonably believes to be Workforce Health Information.

Government identification and financial information. You will not upload Social Security numbers, driver’s licenses, passports, or other government-issued identification documents, or financial account numbers. Professional license and certification numbers and cards are permitted.

Inadvertent submission. If Customer becomes aware that Restricted Health Information has been submitted to the Services, Customer will promptly notify TapFlow at support@tapflowhealth.com and remove it, or request that TapFlow remove it if Customer is unable to do so. TapFlow may, without liability, delete or quarantine any content it reasonably believes to be Restricted Health Information, and may suspend the affected account if submissions recur. Customer is responsible for any consequences of submitting such information in breach of these Terms.

Photographs and free text. Where the Services permit photographs or free-text notes, Customer is responsible for ensuring that no patient, patient identifier, patient record, monitor display, wristband, chart, or label bearing patient information is captured.

Biometric information. The Services do not collect biometric identifiers or biometric information as defined in the Illinois Biometric Information Privacy Act (740 ILCS 14). Customer will not use the Services to collect, capture, or store biometric identifiers or biometric information.

Ownership. As between the parties, Customer owns all Customer Data. Customer grants TapFlow a limited license to host, process, transmit, display, and back up Customer Data solely to provide, secure, support, and improve the Services and as otherwise permitted in these Terms.

Customer responsibilities. Customer represents that it has all rights, consents, and authority necessary for TapFlow to process Customer Data as contemplated here, and is responsible for the accuracy and legality of Customer Data, including compliance with employment and workforce privacy requirements applicable to Authorized User information.

Privacy Policy. TapFlow’s processing of personal information is described in the Privacy Policy at www.tapflowhealth.com/privacy, which is incorporated by reference. TapFlow’s Data Processing Addendum, available at www.tapflowhealth.com/dpa, is also incorporated into these Terms for organizational Customers (it does not apply to Individual Plans) and governs TapFlow’s processing of personal information contained in Customer Data.

Aggregated and de-identified data. TapFlow may generate and use aggregated or de-identified data derived from use of the Services (for example, benchmarking, capacity planning, and product analytics), provided such data does not identify Customer or any individual and is not disclosed in a manner that would permit re-identification.

Subprocessors. TapFlow uses third-party infrastructure and service providers, including cloud hosting, to deliver the Services. A current list is available at www.tapflowhealth.com/subprocessors. TapFlow remains responsible for its subprocessors’ performance of its obligations.

9. Security

TapFlow will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including encryption in transit and at rest, logical tenant isolation, role-based access control, and audit logging. Customer is responsible for security within its own environment, including user provisioning and deprovisioning, device security, and network controls.

TapFlow will notify Customer without undue delay (and in any event within 72 hours, or any shorter period required by applicable law) after confirming a security incident affecting Customer Data, consistent with applicable law and any executed data processing addendum.

10. Availability, Support, and Changes to the Services

TapFlow will use commercially reasonable efforts to make the Services available, excluding scheduled maintenance, emergency maintenance, and events outside TapFlow’s reasonable control. Any binding uptime commitment applies only if stated in an executed service-level agreement.

Offline behavior. Certain functions depend on network connectivity, device capability, and NFC or camera hardware on the scanning device. TapFlow does not warrant uninterrupted scanning capability.

TapFlow may modify, add, or discontinue features. If TapFlow materially degrades a core function of the Services during a paid term, Customer’s exclusive remedy is to terminate the affected subscription and receive a prorated refund of prepaid, unused fees.

11. Intellectual Property and Feedback

TapFlow and its licensors retain all right, title, and interest in and to the Services, Documentation, software, hardware designs, trademarks (including TAPFLOW and TapFlow Health), and all improvements to them. No rights are granted except as expressly stated in these Terms.

Trademark notice. TapFlow™, TapFlow Health™, TapFlow Systems™, and the TapFlow logo are trademarks of TapFlow Systems LLC. A U.S. federal trademark application is pending for TAPFLOW (Serial No. 50055717). All other names and marks referenced in the Services are the property of their respective owners.

Feedback. If Customer or an Authorized User provides suggestions, feature requests, or other feedback, TapFlow may use it without restriction, attribution, or compensation.

Publicity. Neither party will use the other’s name or marks publicly without prior written consent, except that TapFlow may identify Customer as a customer in a customer list if Customer opts in in writing.

12. Third-Party Services

The Services may interoperate with third-party products (for example, identity providers, messaging platforms, or asset-management systems). Those products are governed by their own terms, and TapFlow is not responsible for their availability, security, or performance. Enabling an integration constitutes Customer’s authorization for TapFlow to exchange the necessary data with that third party, subject to the restriction in Section 8 on health information.

13. Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations. Confidential Information excludes information that is public through no fault of the recipient, independently developed, or rightfully received from a third party. A party may disclose Confidential Information as required by law after giving reasonable advance notice where legally permitted.

14. Term, Suspension, Termination, and Data Return

Term. These Terms apply from first access to the Services until all subscriptions have expired or been terminated.

Suspension. TapFlow may suspend access, in whole or in part, if Customer’s use poses a security risk, may adversely affect the Services or other customers, violates Section 7, or if fees are past due after notice. TapFlow will limit suspension in scope and duration to the extent reasonably practicable.

Termination for cause. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice, or upon the other party’s insolvency, general assignment for the benefit of creditors, or a bankruptcy, receivership, or similar proceeding that is not dismissed within 60 days.

Effect of termination. Customer’s access ends, and Customer will pay all fees accrued through the effective date of termination. Termination by Customer for TapFlow’s uncured material breach entitles Customer to a prorated refund of prepaid, unused fees.

Data export and deletion. Except for Individual Plans, which are governed by Section 4A.6, for 30 days after termination, Customer may export Customer Data through the Services’ export functions. After that period, TapFlow will delete Customer Data from production systems within 30 days and from backups in the ordinary course of backup rotation (not to exceed 35 days after production deletion), except as required by law. Customer is responsible for retaining records required by its own regulatory obligations.

15. Disclaimers

CLINICAL AND REGULATORY DISCLAIMER. THE SERVICES ARE OPERATIONAL AND DOCUMENTATION TOOLS. THEY ARE NOT A MEDICAL DEVICE, ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE, AND DO NOT PROVIDE CLINICAL DECISION SUPPORT OR MEDICAL ADVICE. THE SERVICES ARE NOT A MEDICAL RECORD SYSTEM AND ARE NOT INTENDED TO HOLD INFORMATION ABOUT ANY PATIENT. THE SERVICES DO NOT VERIFY THAT ANY TASK, INSPECTION, CHECK, OR CREDENTIAL WAS ACTUALLY PERFORMED CORRECTLY, OBTAINED, OR REMAINS VALID — THEY RECORD WHAT USERS REPORT. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS CLINICAL OPERATIONS, EQUIPMENT READINESS, STAFF SUPERVISION, PRIMARY-SOURCE VERIFICATION OF CREDENTIALS, AND COMPLIANCE WITH ACCREDITATION, LICENSURE, AND REGULATORY REQUIREMENTS, INCLUDING THOSE OF CMS, THE JOINT COMMISSION, DNV, STATE HEALTH AUTHORITIES, AND EQUIPMENT MANUFACTURERS. USE OF THE SERVICES DOES NOT ITSELF ESTABLISH COMPLIANCE WITH ANY STANDARD.

GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND HARDWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TAPFLOW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TAPFLOW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS.

16. Limitation of Liability

Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TAPFLOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exclusions from the cap. The limitations above do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 17 (subject to the IP indemnity limit below); (c) Customer’s breach of Section 7 (Restrictions) or Section 8 (health information) or infringement of TapFlow’s intellectual property; or (d) either party’s gross negligence, willful misconduct, or fraud.

IP indemnity limit. TapFlow’s total liability for its indemnification obligations under Section 17 will not exceed the greater of two (2) times the amounts paid or payable by Customer to TapFlow in the twelve (12) months preceding the claim or $250,000.

These limitations apply notwithstanding the failure of any limited remedy and reflect an agreed allocation of risk that is reflected in the fees.

17. Indemnification

By TapFlow. TapFlow will defend Customer against third-party claims alleging that the Services, as provided by TapFlow and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret, and will pay damages finally awarded or agreed in settlement. TapFlow has no obligation for claims arising from Customer Data, modifications not made by TapFlow, combination with non-TapFlow products, or continued use after notice to stop. If the Services become subject to an infringement claim, TapFlow may procure the right to continue use, modify the Services, or terminate the affected subscription and refund prepaid, unused fees.

By Customer. Customer will defend TapFlow against third-party claims arising from Customer Data, Customer’s submission of Restricted Health Information in breach of Section 8, Customer’s use of the Services in violation of these Terms or applicable law, Customer's placement or use of Hardware in its facilities (including any resulting bodily injury or property damage), or Customer's clinical, operational, or regulatory decisions, and will pay damages finally awarded or agreed in settlement.

Procedure. The indemnified party must give prompt written notice, grant sole control of the defense (subject to no admission of liability without consent), and provide reasonable cooperation.

18. Insurance

TapFlow maintains commercial general liability, technology errors and omissions, and cyber liability insurance with carriers rated A- VII or better by A.M. Best. Certificates of insurance are available on request to organizational Customers with a paid subscription; they are not provided for Individual Plans. Specific insurance limits, additional insured status, and waivers of subrogation apply only if stated in an executed Master Services Agreement or Order Form.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Illinois, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

Except as provided in Section 4A.9 for Individual Subscribers, before commencing litigation, the parties will attempt to resolve the dispute through good-faith executive negotiation for 30 days following written notice of the dispute and, if unresolved, non-binding mediation in Cook County, Illinois, except that either party may seek injunctive or other equitable relief at any time. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, and waive any objection to that venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS, TO THE EXTENT PERMITTED BY LAW.

20. Changes to These Terms

TapFlow may update these Terms. For material changes, TapFlow will provide at least 30 days’ notice by email to the account’s administrative contact (or, for an Individual Plan, the account email address) or by posting in the Services. Changes take effect at the start of the next renewal term for existing paid subscriptions, and upon the stated effective date for all other use. Continued use after the effective date constitutes acceptance.

21. General

Assignment. Neither party may assign these Terms without the other’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets, with notice to the other party.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

Notices. Legal notices to TapFlow must be sent to TapFlow Systems LLC, Attn: Legal, 520 N Irving Ave, Hillside, IL 60162-1222 with a copy to support@tapflowhealth.com. Notices to Customer may be sent to the administrative contact on the account or, for an Individual Plan, to the account email address.

Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. A failure to enforce is not a waiver.

Entire agreement. These Terms, together with any Order Form, Privacy Policy, and other documents incorporated by reference, constitute the entire agreement regarding the Services and supersede all prior proposals and understandings. Terms in a Customer purchase order or vendor portal are void and of no effect unless expressly agreed in writing signed by TapFlow.

Export and government use. Customer will comply with applicable export control and sanctions laws. If Customer is a U.S. government entity, the Services are “commercial computer software” under FAR 12.212 and DFARS 227.7202.

Survival. Sections 2, 4A.6, 4A.9, 5, 7, 8, 11, 13, 14, 15, 16, 17, 19, and 21 survive termination.

22. Contact

TapFlow Systems LLC

520 N Irving Ave
Hillside, IL 60162-1222

Email: support@tapflowhealth.com