SoteriaSoteria Healthcare Technologies Healthcare Vendor Credentialing & Biometric Technology Services US Hospital Vendor Credentialing

SOTERIA HEALTHCARE TECHNOLOGIES LLC

These Terms of Service ("Terms") constitute a legally binding agreement between you and Soteria Healthcare Technologies LLC, a California limited liability company ("Soteria," "we," "our," or "us"), governing access to and use of Soteria's websites, mobile applications, software platforms, credentialing systems, visitor management systems, biometric authentication systems, and related services (collectively, the "Services").

By accessing, using, registering for, subscribing to, or otherwise utilizing the Services, you agree to be bound by these Terms, our Privacy Policy, all applicable Business Associate Agreements ("BAAs"), and any supplemental agreements, order forms, facility agreements, or service-specific terms incorporated herein by reference.

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

1. DEFINITIONS

For purposes of these Terms:

"Authorized User" means an individual authorized to access the Services on behalf of a Vendor, Healthcare Facility, or Soteria.

"Biometric Data" means biometric identifiers, biometric information, palm vein templates, palm recognition data, and similar biometric authentication information collected through the Services.

"Customer Data" means all information submitted, uploaded, transmitted, stored, or processed through the Services, including credentialing records, compliance documents, photographs, visitor information, facility access information, and Protected Health Information.

"Healthcare Facility" means any hospital, healthcare system, surgery center, outpatient facility, medical office, or healthcare organization utilizing the Services.

"PHI" means Protected Health Information as defined under HIPAA.

"Services" means all software, websites, mobile applications, credentialing services, visitor management services, biometric authentication services, access control services, support services, and related technology provided by Soteria.

"Vendor" means any individual or business entity subscribing to the Services to obtain, maintain, or manage credentials required for facility access.

2. ELIGIBILITY

You represent and warrant that:

(a) you are at least eighteen (18) years of age;

(b) you possess authority to enter into these Terms;

(d) you will maintain the accuracy of all submitted information;

(e) you will comply with all applicable laws and regulations.

If you are accepting these Terms on behalf of a company or organization, you represent that you possess authority to bind such entity.

3. SERVICES

Soteria provides credentialing, compliance management, visitor management, facility access management, biometric authentication, and related technology services.

Healthcare Facilities may utilize the Services to establish credentialing requirements, manage vendor access, verify compliance, and administer facility access programs.

Vendors may utilize the Services to submit documentation, maintain credentials, complete compliance requirements, and obtain authorization to access Healthcare Facilities.

Soteria acts solely as a credentialing administrator and technology provider.

Soteria does not guarantee facility access, employment, privileges, admissions, appointments, or business opportunities.

Each Healthcare Facility maintains sole authority regarding facility access decisions.

4. ACCOUNT REGISTRATION

Users must create an account to access certain Services.

You agree to:

(a) maintain accurate account information;

(b) maintain confidentiality of login credentials;

(d) accept responsibility for activities occurring under your account.

Soteria reserves the right to suspend or terminate accounts containing false, misleading, fraudulent, or incomplete information.

5. LICENSE GRANT

Subject to compliance with these Terms, Soteria grants a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for authorized business purposes.

No ownership rights are transferred.

All rights not expressly granted are reserved by Soteria.

6. PROHIBITED USES

Users shall not:

(a) reverse engineer, decompile, or disassemble the Services;

(b) interfere with operation of the Services;

(d) access unauthorized systems or data;

(e) use the Services for unlawful purposes;

(f) upload malicious software;

(g) submit false credentialing information;

(h) impersonate another individual;

(i) misuse facility access credentials;

(j) violate applicable privacy or healthcare laws.

Violation of this Section may result in immediate termination.

7. CUSTOMER DATA OWNERSHIP

Customer Data remains the property of the applicable Customer, Vendor, Healthcare Facility, or authorized data owner.

Soteria acquires no ownership interest in Customer Data.

Soteria may access, process, store, transmit, and utilize Customer Data solely for:

(a) providing the Services;

(b) administering credentialing programs;

(d) supporting facility access management;

(e) maintaining security;

(f) complying with legal obligations;

(g) improving Services through de-identified and aggregated information.

Under no circumstances shall Soteria sell Customer Data.

8. PRIVACY

Use of the Services is subject to Soteria's Privacy Policy.

Soteria shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect personal information against unauthorized access, disclosure, alteration, or destruction.

Soteria shall not sell, rent, lease, trade, or monetize Customer Data, PHI, Biometric Data, credentialing records, visitor information, or facility access records.

9. HIPAA COMPLIANCE

Soteria acknowledges that certain Services may involve PHI.

Where applicable, Soteria shall enter into a Business Associate Agreement with Healthcare Facilities as required by HIPAA.

Soteria shall:

(a) maintain administrative safeguards;

(b) maintain technical safeguards;

(d) restrict PHI access to authorized personnel;

(e) implement workforce confidentiality obligations;

(f) comply with applicable HIPAA requirements.

PHI shall only be accessible to:

(i) authorized users;

(ii) authorized customer administrators;

(iii) authorized Soteria personnel with a legitimate business purpose;

(iv) persons otherwise authorized by law.

Soteria shall not sell PHI.

Soteria shall not use PHI for advertising or marketing purposes.

10. BIOMETRIC DATA

Certain Services utilize biometric authentication technology.

Palm vein biometric templates may be collected and stored for identity verification, credentialing, facility access, fraud prevention, and security purposes.

Soteria does not retain facial recognition templates.

User-submitted profile photographs may be stored during an active subscription for credentialing and identification purposes.

Biometric Data shall not be sold, leased, licensed, transferred, traded, or otherwise monetized.

Biometric Data shall only be disclosed:

(a) with user consent;

(b) to authorized Healthcare Facilities;

(d) as necessary to provide the Services.

Palm biometric templates shall be deleted following expiration or termination of the applicable subscription, unless retention is otherwise required by law or contract.

11. DATA RETENTION

Credentialing records shall generally be retained while an account remains active.

Profile photographs may be retained during an active subscription.

Palm biometric templates shall generally be removed upon account termination.

Visitor records, access logs, audit logs, badge issuance history, facility access records, and related operational records may be retained as reasonably necessary for security, compliance, audit, legal, contractual, risk management, operational, and historical reporting purposes.

12. INFORMATION SECURITY

Soteria maintains commercially reasonable security safeguards including:

(a) encryption of data in transit;

(b) encryption of sensitive data at rest where appropriate;

(d) role-based permissions;

(e) multi-factor authentication where implemented;

(f) security monitoring;

(g) audit logging;

(h) workforce confidentiality requirements;

(i) incident response procedures.

No system can be guaranteed to be completely secure.

Users acknowledge and accept residual cybersecurity risks inherent in internet-based services.

13. SECURITY INCIDENTS

In the event Soteria becomes aware of unauthorized access, acquisition, disclosure, or use of Customer Data requiring notification under applicable law, Soteria shall provide notice within a commercially reasonable time following confirmation of such incident.

Notice timing may be delayed as necessary to comply with law enforcement requirements or legal obligations.

Soteria shall cooperate with affected customers as reasonably necessary to investigate and address the incident.

Continuing from Section 13:

14. ORDERS AND SUBSCRIPTIONS

Services may be purchased through subscription plans, order forms, service agreements, facility agreements, online enrollment processes, or other purchasing mechanisms approved by Soteria.

A subscription becomes effective upon acceptance by Soteria and remains active for the applicable subscription term.

Healthcare Facilities and Vendors may be subject to different pricing structures, service levels, and contractual obligations.

Soteria reserves the right to reject any application, registration, or subscription request.

15. FEES AND PAYMENT

Users agree to pay all applicable fees associated with the Services.

Unless otherwise specified in a written agreement:

(a) all fees are stated in U.S. Dollars;

(b) all fees are payable in advance;

(d) users authorize Soteria to charge designated payment methods;

(e) users remain responsible for all taxes except taxes imposed upon Soteria's net income.

Failure to pay fees may result in suspension or termination of Services.

16. AUTOMATIC RENEWAL

Unless otherwise stated in an Order or separate written agreement, annual subscriptions automatically renew for successive one-year terms.

Users may cancel renewal by providing written notice at least thirty (30) days before the renewal date.

By maintaining an active subscription, users authorize Soteria to process renewal charges using the payment method on file.

17. FACILITY REQUIREMENTS

Healthcare Facilities maintain exclusive authority regarding:

(a) credentialing requirements;

(b) facility access requirements;

(d) immunization requirements;

(e) insurance requirements;

(f) vendor conduct standards;

(g) access approvals and denials.

Soteria acts solely as an administrator of facility requirements.

Soteria does not guarantee that satisfaction of credentialing requirements will result in access approval.

Healthcare Facilities retain sole discretion regarding facility access decisions.

18. CUSTOMER RESPONSIBILITIES

Users are solely responsible for:

(a) maintaining accurate records;

(b) submitting truthful information;

(d) maintaining insurance coverage where required;

(e) complying with facility policies;

(f) safeguarding credentials;

(g) complying with all applicable laws.

Users shall immediately update records upon any material change.

Submission of false information may result in account termination and notification to applicable Healthcare Facilities.

19. INTELLECTUAL PROPERTY

The Services, including all software, databases, workflows, reports, interfaces, logos, trademarks, service marks, documentation, graphics, designs, source code, object code, and related materials are owned exclusively by Soteria or its licensors.

No rights are transferred except the limited license expressly granted herein.

Users shall not:

(a) copy the Services;

(b) create derivative works;

(d) remove proprietary notices;

(e) exploit the Services for competitive purposes.

All rights not expressly granted are reserved.

20. FEEDBACK

Users may voluntarily provide suggestions, comments, recommendations, or feedback regarding the Services.

Feedback may be used by Soteria without restriction and without compensation.

Feedback shall not include confidential information, PHI, or personal information.

Nothing in this section transfers ownership of Customer Data.

21. CONFIDENTIALITY

Each party agrees to protect confidential information received from the other party.

Confidential Information includes:

(a) non-public business information;

(b) technical information;

(d) pricing information;

(e) customer information;

(f) credentialing requirements;

(g) software functionality;

(h) trade secrets.

Confidential Information does not include information that:

(i) is publicly available;

(ii) was independently developed;

(iii) was lawfully obtained from a third party;

(iv) was already known without confidentiality obligations.

Each party shall use Confidential Information solely for authorized purposes and shall protect it using reasonable safeguards.

22. THIRD-PARTY SERVICES

The Services may integrate with third-party providers including:

(a) identity verification services;

(b) payment processors;

(d) badge printing systems;

(e) access control systems;

(f) communication providers.

Soteria is not responsible for the performance, availability, accuracy, or security of third-party services.

Use of third-party services may be subject to separate agreements.

23. WARRANTIES

Each party represents that it possesses authority to enter into these Terms.

Soteria warrants that Services will be provided in a professional and commercially reasonable manner.

Except as expressly stated herein, the Services are provided "AS IS" and "AS AVAILABLE."

24. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOTERIA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

(A) MERCHANTABILITY;

(B) FITNESS FOR A PARTICULAR PURPOSE;

(D) ACCURACY OF INFORMATION;

(E) UNINTERRUPTED AVAILABILITY;

(F) ERROR-FREE OPERATION.

SOTERIA DOES NOT GUARANTEE:

(i) CONTINUOUS SERVICE AVAILABILITY;

(ii) ABSENCE OF CYBERSECURITY INCIDENTS;

(iii) CUSTOMER COMPLIANCE;

(iv) FACILITY ACCESS APPROVALS;

(v) BUSINESS RESULTS.

25. INDEMNIFICATION

Users agree to defend, indemnify, and hold harmless Soteria and its officers, directors, managers, employees, contractors, affiliates, successors, and assigns from claims arising from:

(a) violation of these Terms;

(b) misuse of the Services;

(d) violation of law;

(e) infringement of third-party rights;

(f) unauthorized facility access.

Soteria shall promptly notify the indemnifying party of any claim and permit reasonable participation in the defense.

26. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

IN NO EVENT SHALL SOTERIA BE LIABLE FOR:

(a) INDIRECT DAMAGES;

(b) INCIDENTAL DAMAGES;

(d) CONSEQUENTIAL DAMAGES;

(e) EXEMPLARY DAMAGES;

(f) LOST PROFITS;

(g) LOST REVENUE;

(h) LOSS OF GOODWILL;

(i) LOSS OF DATA;

(j) BUSINESS INTERRUPTION.

SOTERIA'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID TO SOTERIA BY THE CLAIMANT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED.

27. TERM

These Terms remain effective until terminated.

Subscriptions remain effective for the applicable subscription period unless earlier terminated pursuant to these Terms.

28. TERMINATION BY USER

A user may terminate a subscription by providing written notice in accordance with applicable subscription requirements.

Termination does not relieve the user of outstanding payment obligations.

Fees already paid are non-refundable unless otherwise required by law.

29. TERMINATION BY SOTERIA

Soteria may suspend or terminate Services immediately if:

(a) fees remain unpaid;

(b) fraudulent activity is suspected;

(d) false information is submitted;

(e) applicable laws are violated;

(f) these Terms are materially breached.

30. EFFECT OF TERMINATION

Upon termination:

(a) access rights immediately cease;

(b) licenses granted herein terminate;

(d) Customer Data shall be handled pursuant to retention policies and applicable law;

(e) palm biometric templates associated with terminated subscriptions shall be deleted in accordance with Section 10.

Sections intended to survive termination shall survive.

31. GOVERNING LAW

These Terms shall be governed by and construed under the laws of the State of California, without regard to conflict of law principles.

32. DISPUTE RESOLUTION

Before initiating formal proceedings, the parties shall attempt in good faith to resolve disputes through informal discussions.

If a dispute cannot be resolved within thirty (30) days, either party may initiate arbitration.

33. BINDING ARBITRATION

Except where prohibited by law, disputes arising from or relating to the Services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA").

Arbitration shall take place in Los Angeles County, California.

The arbitrator shall have authority to award any relief available under applicable law.

Judgment upon an arbitration award may be entered in any court of competent jurisdiction.

34. CLASS ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS SHALL BE BROUGHT ON AN INDIVIDUAL BASIS.

NO PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

35. JURY TRIAL WAIVER

TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL.

36. FORCE MAJEURE

Soteria shall not be liable for delays or failures caused by events beyond its reasonable control, including:

(a) natural disasters;

(b) pandemics;

(d) utility failures;

(e) labor disputes;

(f) governmental actions;

(g) internet disruptions;

(h) acts of war or terrorism.

37. EXPORT COMPLIANCE

Users agree to comply with all applicable export control laws and regulations.

Services may not be exported or used in violation of United States export laws.

38. CHANGES TO SERVICES

Soteria may modify, enhance, suspend, or discontinue portions of the Services at any time.

Material changes to these Terms shall be communicated through reasonable notice methods.

Continued use constitutes acceptance of revised Terms.

39. ASSIGNMENT

Users may not assign these Terms without Soteria's prior written consent.

Soteria may assign these Terms in connection with a merger, acquisition, financing, restructuring, or sale of assets.

40. SEVERABILITY

If any provision is determined unenforceable, the remaining provisions shall remain in full force and effect.

41. NO WAIVER

Failure to enforce any provision shall not constitute a waiver of future enforcement.

42. ENTIRE AGREEMENT

These Terms, the Privacy Policy, applicable BAAs, Orders, subscription agreements, and incorporated documents constitute the entire agreement between the parties regarding the Services.

They supersede all prior oral or written understandings concerning the subject matter herein.

43. CONTACT INFORMATION

Soteria Healthcare Technologies LLC

Attn: Legal Department

Email: legal@soteriavc.com

Address: 2810 N. Church St., Wilmington, DE 19802

Phone: ___________________

Questions regarding these Terms may be directed to the contact information above.

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.