Terms of Service
In plain English — the full Terms below are what legally count
- No patient information, ever. Chordae is a staff scheduling and admin tool, not a medical record.
- Your data is yours. We host and protect it to run your team; we don’t sell it or take it.
- We give it our all, as-is. We can’t promise zero downtime or bugs — keep your own backups, and don’t rely on it for clinical decisions.
- If there’s ever a dispute, we handle it one-on-one under Texas law (no jury, no class actions), and what either side can recover is capped.
- In short: play fair, we’ll play fair, and we all stay friends.
1. Agreement to Terms
By accessing or using Chordae (the “Service”), clicking “I agree,” or creating or using an account, you (“Customer,” “you”) agree to these Terms. If you act for an organization, you represent you are authorized to bind it. If you do not agree, do not use the Service. Your acceptance is recorded (date, version, and IP address) as evidence of agreement.
2. The Service; no professional or clinical reliance
Chordae is a workforce scheduling, time-off, credential-tracking and training-administration tool for clinical staff and programs. It is not an electronic health record, medical device, or source of medical, legal, or professional advice, and must not be relied upon for clinical or professional decisions. You are solely responsible for how you use it.
3. No patient information (No PHI)
You must not enter, store, transmit, or process any Protected Health Information (“PHI”) or patient-identifiable health information anywhere in the Service, including free-text fields. Chordae is not a HIPAA business associate for patient data and offers no Business Associate Agreement for PHI. You are solely responsible for, and will indemnify us against, any PHI you introduce in breach of this Section and all resulting liability. We may remove content and suspend or terminate accounts to enforce this Section.
4. Eligibility, accounts, and security
You must be 18+ and provide accurate information. You are solely responsible for your credentials, all activity under your account, and your users’ acts and omissions. We are not liable for any loss arising from unauthorized use of your account that is not caused by our gross negligence or willful misconduct.
5. Acceptable use; your responsibilities
You will not (and will not permit anyone to): enter PHI; upload unlawful, infringing, or harmful content; interfere with, probe, scrape, reverse-engineer, or disrupt the Service or its security; exceed authorized use; or use the Service in violation of any law or third-party right. You are responsible for your data (“Customer Data”), for maintaining your own backups, and for the accuracy and legality of everything you submit.
6. Fees; no refunds
Fees are as stated at sign-up or in an order. All fees are non-refundable and non-cancelable except as expressly stated in these Terms, and all amounts you owe are payable regardless of any dispute. We may change pricing on renewal with notice, suspend the Service for non-payment after notice and a cure period, and charge interest and reasonable collection costs on late amounts. Your payment obligations survive termination.
7. Intellectual property; feedback
We and our licensors own the Service and all related intellectual property; you receive only a limited, revocable, non-transferable right to use it during your paid term. You retain ownership of Customer Data and grant us a worldwide, royalty-free license to host, process, and use it to provide and improve the Service, and to use aggregated or de-identified data that does not identify you. Any feedback or suggestions you provide are licensed to us perpetually, irrevocably, and royalty-free, with no obligation to you.
8. Confidentiality
Each party may receive the other’s non-public information (“Confidential Information”). The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel or contractors bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice where permitted). On request or termination, Confidential Information is returned or destroyed. These obligations survive for three (3) years (and, for trade secrets, as long as they remain trade secrets).
9. Data protection
We process account and staff data to provide the Service, acting on your reasonable instructions with respect to Customer Data. The Service is not intended for and must not contain PHI (Section 3). We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data (including encryption in transit, hashed passwords, and access controls). We may engage service providers (sub-processors) to help provide the Service under confidentiality obligations. If we become aware of a confirmed unauthorized acquisition of your personal data in our control, we will notify you without undue delay and as required by applicable law. On termination, Customer Data is deleted or returned as described in Section 16.
10. Third-party services
The Service may rely on or link to third-party services (cloud hosting, email/SMS delivery, calendar imports). We are not responsible or liable for third-party services or any loss arising from them.
11. Beta features
Features labeled beta, trial, evaluation, or preview are provided “AS IS,” at your sole risk, with no warranties or liability, and we may modify or withdraw them at any time.
12. Disclaimer of warranties
THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, AND OUTPUTS, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT DATA WILL NOT BE LOST, AND WE PROVIDE NO UPTIME OR SERVICE-LEVEL COMMITMENT. YOU ASSUME ALL RISK OF USE.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY. (b) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. (c) THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY, APPLY IN THE AGGREGATE, AND SURVIVE ANY FAILURE OF ESSENTIAL PURPOSE. (d) THEY DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER LAW (E.G., GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD); YOUR PAYMENT AND INDEMNITY OBLIGATIONS ARE NOT CAPPED.
14. Your indemnification of us
You will defend, indemnify, and hold harmless Chordae, Apex Medical Enterprises, and our owners, officers, employees, and affiliates from any and all claims, damages, liabilities, losses, penalties, and costs (including reasonable attorneys’ fees) arising out of or related to: your Customer Data or content; any PHI or personal data you introduce; your use or misuse of the Service; your breach of these Terms; your violation of any law or third-party right; or acts or omissions of your users.
15. Our limited indemnification (intellectual property)
We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s U.S. intellectual property rights, and we will pay resulting damages finally awarded, subject to the limitation of liability in Section 13. This does not apply to claims arising from Customer Data, your content, combinations with non-Chordae products, modifications not made by us, or use in violation of these Terms or law. If the Service is or may be subject to an infringement claim, we may, at our option, procure the right to continue use, modify or replace the affected part, or terminate the affected Service and refund any prepaid, unused fees. This Section states our entire liability, and your exclusive remedy, for intellectual-property infringement.
16. Suspension and termination
We may suspend the Service or your account immediately for a breach of these Terms (including Sections 3 and 5), non-payment, or risk to the Service or others. Either party may terminate for convenience on thirty (30) days’ written notice. We may terminate immediately for your material breach. On termination your access ends, fees paid are non-refundable except as expressly stated, and Customer Data may be exported for a commercially reasonable period and then deleted. Sections intended to survive (including 3, 5–9, 12–15, 17–24) survive termination.
17. Contractual limitations period
Any claim arising out of or related to the Service or these Terms must be brought within two (2) years after it accrues, except where applicable law prohibits shortening the period, in which case the shortest period permitted by law applies. Claims not timely brought are permanently barred.
18. Binding arbitration; class-action and jury waiver
PLEASE READ — THIS AFFECTS YOUR RIGHTS. Any dispute arising out of or related to the Service or these Terms will be resolved by FINAL AND BINDING INDIVIDUAL ARBITRATION under the Federal Arbitration Act, seated in Texas, and not in court. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. This waiver is entered knowingly and voluntarily. Either party may seek injunctive relief in court for intellectual-property or confidentiality violations.
19. Prevailing-party costs
In any dispute arising out of or related to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, to the fullest extent permitted by law.
20. Assignment
We may assign or transfer these Terms freely, including to an affiliate or in connection with a merger, financing, or sale. You may not assign or transfer these Terms or your account without our prior written consent, not to be unreasonably withheld; any attempt to do so is void.
21. Changes to the Service and Terms
We may modify, suspend, or discontinue features of the Service, and may amend these Terms, in our discretion. We will give notice of material changes (in-app or by email); they take effect on posting or on the date stated. Your continued use, or renewed acceptance where prompted, constitutes agreement.
22. Force majeure
We are not liable for any delay or failure due to causes beyond our reasonable control, including outages, third-party failures, cyberattacks, acts of God, or governmental action.
23. Governing law; reformation and severability
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules; exclusive venue for any non-arbitrable matter lies in Texas. If any provision is held unenforceable, it will be reformed and enforced to the maximum extent permitted by law to achieve its intent, and if it cannot be reformed it will be severed; the remaining provisions remain in full force.
24. Entire agreement; no waiver
These Terms (with any order) are the entire agreement and supersede prior understandings. Our failure to enforce any provision is not a waiver. No provision will be construed against us as drafter.
25. Contact
Apex Medical Enterprises — admin@apexmedicalenterprises.com
