Terms of Service
Last Updated: 30 January 2026
These Terms of Service (“Terms”) govern access to and use of the products and services provided by Phalanx HealthTech, LLC, an Idaho limited liability company (“Phalanx,” “we,” “us,” or “our”), including the T1MBER compliance management platform, related websites, content, and all functionality made available by Phalanx (collectively, the “Service”).
By accessing or using the Service, the customer or individual entering into an order, subscription, or account with Phalanx (“Customer” or “you”) agrees to be bound by these Terms, the Phalanx Privacy Policy, and the Data Processing Addendum available at phalanxht.com/legal/dpa (collectively, the “Agreement”).
If you do not agree, you may not access or use the Service.
1. Service Overview
Phalanx provides the Service as a compliance-support and management tool designed for healthcare organizations and related entities to organize, monitor, and track compliance activities.
The Service is not a compliance certification program, legal service, or audit authority.
Phalanx does not review, validate, or certify any Customer compliance posture or claim.
Subject to this Agreement, Phalanx grants Customer a limited, non-exclusive, non-transferable, revocable right to use the Service during the applicable subscription term for Customer’s internal business purposes.
No other rights or licenses are granted by implication or otherwise.
The Service is intended for use by U.S.-based customers, and Phalanx makes no representation that it complies with non-U.S. laws or jurisdictions.
1.1 Beta Release
The Service is currently offered as a beta release. During the beta period, features and functionality may be modified, limited, suspended, or discontinued at any time. The Service is provided “as is” and “as available,” is excluded from the warranty in Section 7, and is not subject to any service level commitment or support obligation unless expressly stated in writing by Phalanx. Phalanx does not represent that the Service will be uninterrupted, error-free, or will produce any specific results. Customer is responsible for evaluating suitability and should not rely on the Service as the sole basis for compliance, legal, or operational decisions.
1.2 Changes to the Service; Maintenance.
Phalanx may modify, update, or discontinue any aspect of the Service from time to time, including features, content, or functionality. Phalanx may provide notice of material changes when reasonably practicable, but is not required to do so. The Service may be unavailable or experience interruptions due to scheduled maintenance, emergency maintenance, or events outside Phalanx’s reasonable control. Phalanx is not obligated to maintain backward compatibility, and during the beta period changes may be made more frequently.
2. Restrictions
Customer shall not, and shall not permit any third party to:
reverse engineer, decompile, or modify any part of the Service;
sublicense, resell, or provide the Service to third parties;
use the Service to process or store data on behalf of other entities or third parties;
use the Service to build or assist in building a competing product;
bypass or interfere with any access control or security mechanism; or
use the Service in violation of any law, regulation, or third-party right.
2.1 Account Access and Security.
Customer is responsible for all access to and use of the Service under Customer’s account(s), including by its Authorized Users. Customer will ensure that Authorized Users keep login credentials confidential and will promptly notify Phalanx of any suspected unauthorized access, compromise, or misuse of Customer’s account(s). Customer is responsible for maintaining appropriate administrative, technical, and physical safeguards in its own environment for access to the Service. Phalanx may suspend or restrict access to the Service if it reasonably determines that an account has been compromised, is being used in violation of this Agreement, or poses a security risk to the Service or others.
3. Data, Privacy, and Customer Responsibilities
Phalanx does not require, request, or process Protected Health Information (“PHI”) as defined by HIPAA.
Customer agrees not to upload, transmit, or store PHI, medical records, patient identifiers, or any regulated personal health data within the Service.
Customer represents and warrants that all Customer Data submitted through the Service complies with applicable law and does not include PHI or any regulated data.
If Customer violates this restriction, Customer assumes all responsibility and liability for resulting claims or compliance violations and shall indemnify and hold Phalanx harmless from any related claims, fines, or penalties.
Phalanx may collect limited usage data, system metadata, and information necessary to operate and improve the Service (“Customer Data”).
Customer retains ownership of its Customer Data. Phalanx may use anonymized or aggregated data to improve algorithms, analytics, and functionality.
Phalanx will implement commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Data but shall not be liable for Customer’s failure to comply with applicable privacy or security obligations.
Customer is solely responsible for verifying all results and for maintaining compliance with all applicable laws, regulations, and professional standards.
3.1 Data Retention; Export; Deletion; Backups.
During the subscription term, Customer may export Customer content and assessment responses using the Service’s available export functionality, if any. Upon termination or expiration of the Agreement, Customer will have [30] days to export its Customer content from the Service, unless a longer period is required by law or agreed in writing by Phalanx. After the applicable export period, Phalanx may delete Customer content in the ordinary course of operations, subject to reasonable backup retention practices, legal obligations, and the Data Processing Addendum. Customer acknowledges that backups are maintained for business continuity and disaster recovery purposes and are not intended to provide a Customer-specific restore capability. Phalanx may retain system logs, security records, and usage or operational data as reasonably necessary to operate, maintain, secure, and improve the Service, including after deletion of Customer content.
4. Intellectual Property
Phalanx and its licensors retain all right, title, and interest in and to the Service, including all software, algorithms, designs, documentation, and derivative works (“Phalanx Property”).
Any configurations, analytics, or insights generated by the Service are Phalanx Property, not Customer Data.
Customer retains ownership of its own uploaded content and assessment responses.
If Customer provides feedback or suggestions, Phalanx may freely use them without obligation, royalty, or restriction.
5. Confidentiality
Each party (“Disclosing Party”) may share non-public information with the other (“Receiving Party”).
Receiving Party agrees to protect such Confidential Information using reasonable care and not to disclose or use it except as permitted under this Agreement.
Confidential Information excludes information that is (a) public through no fault of the Receiving Party, (b) independently developed without use of Confidential Information, (c) lawfully obtained from a third party without restriction, or (d) required by law to be disclosed after providing notice to the Disclosing Party if permitted.
All pricing, technical, and non-public information about the Service is deemed Phalanx Confidential Information.
The obligations in this section survive for three (3) years following disclosure, except for trade secrets, which remain confidential indefinitely.
6. Payment and Subscriptions
Customer shall pay the fees set forth in the applicable subscription or order form.
Unless otherwise stated, all fees are non-refundable and exclusive of taxes, which Customer must pay where applicable.
Subscriptions automatically renew for successive terms unless canceled at least 30 days before renewal.
Phalanx reserves the right to adjust pricing for future renewals upon advance written notice.
Phalanx may suspend access to the Service for non-payment after 10 days’ written notice.
7. Warranties and Disclaimers
Each party represents that it has full authority to enter into this Agreement.
Phalanx warrants that it will provide the Service in a professional manner consistent with generally accepted industry standards.
Except as expressly stated, the Service is provided “as is” and “as available.”
Phalanx expressly disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or reliability of results.
Phalanx does not warrant that the Service will identify all compliance risks, prevent breaches, or ensure regulatory conformity.
8. No Compliance or Legal Advice
The Service and all outputs are informational tools only.
Phalanx does not provide legal, regulatory, or professional advice and does not guarantee compliance with HIPAA, HITECH, NIST, or any other law, regulation, or framework.
Customer acknowledges that any recommendations, reports, or scores generated by the Service are generalized guidance based on Customer input and should not be relied upon as legal or compliance determinations.
Customer is solely responsible for verifying accuracy, seeking independent professional advice, and implementing all compliance measures.
9. Indemnification
9.1 Phalanx. Phalanx will defend and indemnify Customer from any third-party claim that the Service infringes a valid U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded, except where the claim arises from (a) Customer Data, (b) modifications not made by Phalanx, (c) use not in accordance with this Agreement, or (d) combination with third-party systems.
If such a claim occurs, Phalanx may obtain a license, modify the Service, or terminate the Agreement and refund prepaid unused fees.
9.2 Customer. Customer will defend and indemnify Phalanx, its affiliates, officers, and employees against any claim arising from (a) Customer Data, (b) Customer’s use of the Service in violation of law or this Agreement, (c) Customer’s breach of representations, or (d) transmission of PHI or regulated data in violation of this Agreement.
9.3 Procedure. The indemnified party must promptly notify the indemnifying party, cooperate at the indemnifying party’s expense, and permit the indemnifying party to control the defense and settlement.
10. Limitation of Liability
To the fullest extent permitted by law:
Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, data, business interruption, goodwill, regulatory fines, penalties, or enforcement actions, even if advised of the possibility of such damages.
Phalanx’s total aggregate liability for all claims shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.
These limitations apply regardless of the legal theory asserted and remain effective even if any remedy fails of its essential purpose.
11. Assumption of Risk
Customer understands and agrees that all compliance assessments, scores, recommendations, and outputs provided by the Service are based solely on Customer input and publicly available frameworks.
Phalanx does not audit or independently verify Customer operations.
Customer assumes full responsibility for the use, accuracy, and applicability of any information generated by the Service and for taking any resulting action or inaction.
Customer uses the Service entirely at its own risk.
12. Term and Termination
This Agreement begins when Customer first accesses the Service and continues for the applicable subscription term.
Either party may terminate:
upon 30 days’ notice prior to renewal;
for material breach not cured within 30 days after written notice (10 days for non-payment); or
immediately if the other party becomes insolvent or ceases business.
Upon termination, Customer shall cease all use of the Service.
No refunds are provided unless termination is due to Phalanx’s uncured breach.
Sections 3 through 15 survive termination.
13. Publicity
Phalanx may identify Customer as a user of the Service and display Customer’s name and logo on its website or marketing materials unless Customer opts out in writing.
14. Dispute Resolution; Binding Individual Arbitration; Class Action Waiver
14.1 Informal Resolution. Before either party initiates arbitration or a court proceeding, the party asserting a dispute will first send written notice of the dispute to the other party and provide a reasonable description of the issue and the relief sought. Notices to Phalanx must be sent to legal@phalanxht.com. The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of notice, unless the parties mutually agree to extend the period.
14.2 Agreement to Arbitrate. Except for the Excluded Disputes in Section 14.3, any dispute, claim, or controversy arising out of or relating to the Service or this Agreement, including formation, interpretation, breach, termination, enforcement, or validity (each, a “Dispute”), will be resolved by final and binding arbitration on an individual basis.
14.3 Excluded Disputes. The following are not required to be arbitrated: (a) claims seeking temporary or preliminary injunctive relief to protect a party’s Confidential Information or intellectual property rights; (b) claims relating to unauthorized access to or misuse of the Service or violations of Section 2 (Restrictions); and (c) claims that may be brought in small claims court, if eligible, on an individual basis and within the court’s jurisdictional limits.
14.4 Arbitration Provider; Rules; Seat. The arbitration will be administered by the American Arbitration Association (“AAA”) under the AAA Commercial Arbitration Rules then in effect, except as modified by this Section 14. Unless the parties agree otherwise, the arbitration will be conducted remotely by videoconference. If an in-person hearing is required, it will take place in Ada County, Idaho. The arbitrator will apply Idaho law consistent with Section 15 (Governing Law and Venue), excluding its conflict-of-law principles.
14.5 Arbitrator Authority; Relief. The arbitration will be conducted by a single arbitrator. The arbitrator may award any relief that a court of competent jurisdiction could award on an individual basis, subject to the limitations in this Agreement, and will issue a written reasoned decision if requested by either party. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding.
14.6 Fees and Costs. AAA administrative fees and arbitrator compensation will be allocated according to the AAA rules, unless the arbitrator determines a different allocation is appropriate. Each party will bear its own attorneys’ fees and costs unless a statute or this Agreement permits fee shifting and the arbitrator awards fees accordingly.
14.7 Class Action Waiver. To the fullest extent permitted by law, the parties agree that Disputes will be resolved only on an individual basis. Neither party may bring a Dispute as a plaintiff or class member in any purported class, collective, representative, or private attorney general proceeding, whether in arbitration or in court. If this Section 14.7 is found unenforceable with respect to a particular claim, then that claim must be brought in a court of competent jurisdiction consistent with Section 15, and the parties agree that litigation of that claim will be stayed pending the outcome of any individual arbitrable claims.
14.8 Opt-Out. Customer may opt out of the arbitration and class action waiver provisions of this Section 14 by sending an email to legal@phalanxht.com with the subject line “Arbitration Opt-Out” within thirty (30) days of the date Customer first accesses the Service. The email must include Customer’s legal name, company name (if applicable), the email address associated with the account, and a clear statement that Customer is opting out of arbitration. If Customer opts out, Sections 14.2 and 14.7 will not apply to Customer, but all other provisions of this Agreement will remain in effect.
14.9 Waiver of Jury Trial. To the fullest extent permitted by law, the parties waive any right to a jury trial for any Dispute not subject to arbitration and brought in court.
15. Governing Law and Venue
This Agreement and any Dispute not subject to arbitration under Section 14 shall be governed by the laws of the State of Idaho, without regard to its conflict-of-law principles.
The state and federal courts located in Ada County, Idaho shall have exclusive jurisdiction, and each party consents to such venue.
The Service is operated from the United States and intended for use by organizations subject to U.S. law.
16. Miscellaneous
This Agreement constitutes the entire understanding between the parties regarding the Service and supersedes all prior agreements or communications.
No waiver or modification is effective unless in writing and executed by both parties.
If any provision is found unenforceable, the remaining provisions remain in full force.
Neither party may assign this Agreement without the other’s consent, except to an affiliate or successor in interest by merger or acquisition.
Phalanx may suspend Customer’s access to the Service for material violations of this Agreement, following reasonable notice.
Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or internet or hosting interruptions (“Force Majeure”).
There are no third-party beneficiaries to this Agreement.
Phalanx HealthTech, LLC
Contact: legal@phalanxht.com