Terms and Conditions

1. Agreement to Terms

By accessing or using the Agilis Inspections Application (the "Service") operated by Agilis Inc. ("Agilis," "we," "our," or "us"), you agree to be bound by these Terms and Conditions ("Terms"). If you disagree with any part of these Terms, you may not access or use the Service.

These Terms apply to all users of the Service, including healthcare facility administrators, inspectors, and other authorized personnel. Your use of the Service is also governed by our Privacy Policy, which is incorporated by reference into these Terms.

2. Description of Service

The Agilis Inspections Application is a web-based software platform designed for managing inspections, asset inventory, and related documentation for healthcare facilities. The Service may include, as configured by your organization:

• Inspection tracking and scheduling across configurable inspection types
• Asset and equipment inventory management with optional barcode support
• Customizable forms, data entry, and record keeping
• Dashboards, analytics, and reporting
• Document and image upload for inspection documentation
• Workflow features such as submissions, reviews, and approvals
• Role-based access control and multi-organization or multi-site support

3. User Accounts and Access

3.1 Account Creation

To use the Service, you must create an account with a valid email address and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Access Permissions

Access to hospital-specific data within the Service is controlled through role-based permissions assigned by system administrators. Users are granted access only to:

• Hospitals and inspection types where they have been assigned a role
• Functions appropriate to their role (inspector, administrator, etc.)

You must not attempt to access data or features for which you do not have permission. Unauthorized access attempts may result in immediate account termination and legal action.

3.3 Account Responsibilities

You are responsible for:

• Maintaining the security of your account credentials
• Notifying us immediately of any unauthorized use of your account
• Ensuring that all information you enter into the Service is accurate and complete
• Complying with all applicable laws and regulations when using the Service

4. Acceptable Use

4.1 Permitted Use

You may use the Service only for lawful purposes related to inspection management, asset inventory tracking, and related documentation for healthcare facilities. Permitted activities include:

• Entering and updating inspection records and results
• Managing equipment inventory data
• Submitting projects, requests, or forms for review and approval (when enabled)
• Generating reports and exporting data for authorized purposes
• Uploading inspection images and documentation
• Reviewing and analyzing inspection data within your authorized scope

4.2 Prohibited Activities

You agree not to:

• Use the Service for any illegal purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to the Service, other accounts, or computer systems
• Interfere with or disrupt the Service or servers connected to the Service
• Upload, transmit, or store any malicious code, viruses, or harmful software
• Use automated scripts, bots, or scraping tools to access or extract data from the Service without authorization
• Modify, adapt, or reverse engineer any part of the Service
• Remove, alter, or obscure any proprietary notices or labels on the Service
• Share your account credentials with others or create multiple accounts to circumvent access restrictions
• Enter false, misleading, or fraudulent information into the Service
• Use the Service in a manner that could damage, disable, or impair our systems or interfere with other users' access

5. Intellectual Property Rights

5.1 Service Ownership

The Service, including its original content, features, functionality, design, and technology, is owned by Agilis Inc. and protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Your Data and Content

You retain ownership of the inspection data, inventory information, images, and other content you upload or enter into the Service ("Your Content"). By using the Service, you grant Agilis a non-exclusive, worldwide, royalty-free license to:

• Store, process, and display Your Content as necessary to provide the Service
• Create backups and maintain copies of Your Content for data recovery and service continuity
• Use Your Content in aggregated, anonymized form for service improvement and analytics

This license terminates when you delete Your Content or your account, except where we are required to retain data for legal or operational purposes.

5.3 Third-Party Components

The Service may incorporate third-party software, libraries, and services (such as Supabase, Tailwind CSS, and Chart.js). These components are subject to their respective license terms, which we respect and do not modify.

6. Data Accuracy and Responsibility

You are solely responsible for the accuracy, completeness, and legality of all data and content you enter into the Service. Agilis does not verify, validate, or assume responsibility for the accuracy of inspection records, inventory data, or other information entered by users.

Healthcare facilities using the Service are responsible for:

• Ensuring that inspection data meets regulatory and compliance requirements
• Validating the accuracy of asset and inventory information
• Reviewing and approving submissions according to your internal procedures
• Maintaining appropriate quality control over data entered by your personnel

7. Service Availability and Modifications

We strive to maintain the availability of the Service, but we do not guarantee that the Service will be uninterrupted, secure, or error-free. We reserve the right to:

• Modify, update, or discontinue features of the Service at any time
• Perform scheduled or unscheduled maintenance that may temporarily interrupt Service access
• Suspend or terminate access to the Service for violations of these Terms or for any other reason

We will make reasonable efforts to notify users of significant service interruptions or changes, but we are not obligated to provide advance notice for all maintenance or modifications.

8. Disclaimers and Limitations of Liability

8.1 Service Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGILIS INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR USE, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF AGILIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability for any claims arising from or related to the Service shall not exceed the amount you paid to us for the Service in the twelve (12) months preceding the claim, or $100, whichever is greater.

8.3 Medical and Regulatory Disclaimer

The Service is a data management tool and does not provide medical advice, inspection services, or regulatory compliance guarantees. Agilis is not responsible for:

• The accuracy of inspection results or compliance with applicable technical or safety regulations
• Regulatory compliance decisions made based on data in the Service
• Patient safety outcomes related to equipment inspections
• Healthcare facility compliance with applicable healthcare regulations (including HIPAA)

Healthcare facilities are solely responsible for ensuring that their use of the Service and the data stored within it complies with all applicable laws, regulations, and standards.

9. Indemnification

You agree to indemnify, defend, and hold harmless Agilis Inc., its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Any content or data you submit, post, or transmit through the Service
• Your violation of any applicable law or regulation

10. Termination

10.1 Termination by You

You may stop using the Service at any time. To close your account, contact your system administrator or reach out to us at matt.anderson@agilisinc.com.

10.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination:

• Your right to use the Service will immediately cease
• We may delete or suspend access to your account and data
• All provisions of these Terms that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, and limitations of liability

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions. Any disputes arising from or related to these Terms or the Service shall be resolved through:

• Good faith negotiation between the parties
• If negotiation fails, binding arbitration in accordance with the rules of the American Arbitration Association
• If arbitration is not available or enforceable, through the courts of competent jurisdiction

12. Changes to Terms

We reserve the right to modify or replace these Terms at any time. If we make material changes, we will notify you by:

• Posting the new Terms on this page
• Updating the "Last updated" date at the top of these Terms
• Sending an email notification for significant changes

Your continued use of the Service after such changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Service.

13. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

14. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Agilis regarding your use of the Service and supersede all prior agreements and understandings, whether written or oral, relating to the Service.

15. Contact Information

If you have any questions about these Terms and Conditions, please contact us: