Terms of Service
Last Updated: 10 November 2025
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 T1MBERcompliance 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.
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.
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.
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. Governing Law and Venue
This Agreement and any dispute arising hereunder 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.
15. 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