Terms of Service

Acceptance

These Terms govern your access to and use of Systemax, a home care agency operations platform provided by Goldwyn Rose Consulting & Management LLC (“Systemax,” “we,” or “us”). By accessing the platform, you agree to these Terms. If you are accessing on behalf of an organization, you represent that you have authority to bind that organization.

Service description

Systemax provides a HIPAA-compliant multi-tenant platform for managing home care agency operations: worker onboarding, client intake, care plans, scheduling, visit capture, Medicaid billing, compliance tracking, portals, and related integrations. Systemax is a business associate to tenant agencies under a Business Associate Agreement (BAA) executed separately.

Accounts and eligibility

To access Systemax you must be at least 18 years old and authorized to represent a tenant agency (or be an individual with an active account provisioned by an authorized administrator). You are responsible for the security of your account credentials and for all activity that occurs under your account.

Systemax reserves the right to suspend or terminate accounts that violate these Terms, applicable law, or the terms of a tenant's agreement.

Acceptable use

You agree not to:

• Use the platform for any unlawful purpose or in violation of any regulation applicable to your jurisdiction.
• Access, tamper with, or use non-public areas of the platform, our systems, or the technical delivery systems of our providers.
• Probe, scan, or test the vulnerability of any system or network without prior written authorization.
• Interfere with or disrupt the platform, including deliberate overload of infrastructure.
• Access, use, or disclose Protected Health Information (PHI) beyond what your role permits under HIPAA and the tenant's BAA.
• Use automated systems (bots, scrapers) to access the platform except through documented APIs with prior authorization.

Tenant responsibilities

Each tenant agency is responsible for:

• Ensuring users assigned to the tenant are trained on their obligations under HIPAA and applicable laws.
• Maintaining accurate client and worker records in Systemax.
• Timely payment of platform fees according to the applicable pricing tier.
• Providing timely notice of a workforce sanction, security incident, or breach involving the platform.
• Configuring provider integrations (payer clearinghouses, EVV aggregators, mail providers) and maintaining valid credentials.

Fees and billing

Subscription fees are as listed on systemax.app/pricing or in a separately executed agreement. Fees are billed monthly in advance unless otherwise agreed. Nonpayment beyond 30 days may result in service suspension. Refunds are prorated for downtime caused by Systemax exceeding the applicable service level.

Intellectual property

Systemax retains all right, title, and interest in the platform, software, documentation, and related intellectual property. Tenants retain ownership of their data and grant Systemax a limited license to process it as necessary to provide the service.

Third-party services

Systemax integrates with third-party services (AWS, Microsoft Graph, Google Workspace, payer clearinghouses, and others). Your use of those services is subject to their own terms and policies. Systemax is not responsible for the availability or content of third-party services.

Warranty disclaimer

The platform is provided “as is” and “as available.” To the maximum extent permitted by law, Systemax disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Systemax does not warrant that the platform will be uninterrupted, error-free, or free from security vulnerabilities.

Limitation of liability

To the maximum extent permitted by law, Systemax's aggregate liability arising out of or related to these Terms is limited to the fees paid by the affected tenant in the 12 months preceding the claim. Systemax is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data. This limitation does not apply to liability that cannot be excluded under applicable law.

Indemnification

You will indemnify and hold harmless Systemax against any claims, damages, and costs arising from your breach of these Terms, your violation of law, or your misuse of the platform.

Termination

Either party may terminate a tenant agreement per the terms of the executed order form. Systemax may suspend or terminate access immediately for material breach, non-payment, or activity that presents a security or legal risk. On termination, tenant data is retained per the documented records-retention schedule and made available for export for a reasonable period.

Governing law

These Terms are governed by the laws of the State of Minnesota, without regard to conflict-of-laws principles. Disputes are subject to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota, except where prohibited by law.

Changes

We may update these Terms from time to time. Material changes will be communicated through the platform or by email to registered users. Continued use of the platform after the effective date of a revised Terms constitutes acceptance.

Contact

Questions regarding these Terms: support@systemax.app

Goldwyn Rose Consulting & Management LLC
Minneapolis, Minnesota
United States