Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the Fayton Consulting healthcare services platform, websites, and related services (collectively, the “Services”) provided by Fayton Consulting (“Fayton,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

2. Description of Services

Fayton provides healthcare consulting services that may include medical coding review, billing support, human resources and credentialing assistance, e-signature workflows, training, and related software tools. Specific services made available to your organization are governed by the master services agreement, statement of work, or order form executed with Fayton.

3. Eligibility and Accounts

You must be at least 18 years old and authorized to act on behalf of your organization to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly of any unauthorized access.

4. Acceptable Use

You agree not to:

• Access or use the Services for any unlawful purpose or in violation of any applicable law or regulation, including HIPAA and state privacy laws.
• Reverse engineer, decompile, or attempt to extract source code from the Services.
• Upload or transmit any material that infringes intellectual property rights, contains malware, or compromises the security of the Services or other users.
• Attempt to gain unauthorized access to any portion of the Services or related systems.
• Use the Services to harass, abuse, or harm any other person or entity.

5. Fees and Billing

Fees for the Services are set forth in your applicable order form or statement of work. Unless otherwise specified, invoices are due within thirty (30) days of issue. Late payments may accrue interest and may result in suspension of the Services. All fees are non-refundable except as expressly stated in writing.

6. Confidentiality and Protected Health Information

If your use of the Services involves protected health information (“PHI”), the parties will execute a separate Business Associate Agreement (“BAA”) governing the handling of such information. The BAA controls in the event of any conflict with these Terms with respect to PHI.

7. Intellectual Property

Fayton retains all right, title, and interest in and to the Services, including all related software, content, and trademarks. You retain all right, title, and interest in data you submit to the Services. You grant Fayton a limited license to use such data solely to provide the Services to you.

8. Third-Party Services

The Services may integrate with third-party services (including, without limitation, Intuit QuickBooks Online for billing, Amazon Web Services for storage, and email delivery providers). Your use of those third-party services is subject to their own terms and policies. Fayton is not responsible for the acts or omissions of third-party providers.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FAYTON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FAYTON'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU TO FAYTON IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL FAYTON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

11. Indemnification

You agree to defend, indemnify, and hold harmless Fayton and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services in violation of these Terms or applicable law.

12. Termination

Either party may terminate these Terms in accordance with the applicable master services agreement or order form, or at any time if no such agreement is in effect. Upon termination, your right to access the Services will cease. Sections that by their nature should survive termination (including Sections 7, 9, 10, 11, and 14) will survive.

13. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the Services or by email. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.

14. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles. The exclusive venue for any dispute arising out of or relating to these Terms shall be the state and federal courts located in Texas, and the parties consent to personal jurisdiction in those courts.

15. Contact

Questions about these Terms? Contact us at legal@fayton.net.