These Terms govern access to ELH Health ("Service"), provided by ELH Empire LLC ("we"). ELH Health contracts are negotiated directly with each customer ("Customer"); these Terms are the baseline that applies absent a more specific Master Services Agreement (MSA).
ELH Health is a multi-tenant health platform. Each Customer receives an isolated tenant ("Org") with hierarchical sub-tenants ("Sites"). Customer is responsible for the lawful collection, use, and protection of all data submitted, including PHI.
ELH Health is HIPAA-capable but PHI may not be transmitted to or stored in the Service until a fully executed BAA is in place between us and the Customer. The BAA, when executed, controls in any conflict with these Terms regarding PHI.
The current subprocessor list is shared under DPA. We will provide 30 days' notice before adding any new subprocessor that processes PHI. Customer may object in writing within that window.
Availability and incident response targets are specified in the MSA / Order Form. Credits for missed targets are pro-rated against the affected month's invoice.
All ELH Health contracts are annual minimum, invoiced. Pricing scales with active members. Multi-year terms include rate locks. No auto-renewal without 60 days' written notice from us.
Either party may terminate for material breach with 30 days' cure. Customer data is retained for 30 days after termination for export, then permanently deleted, unless legal hold is in place.
Aggregate liability is capped at the fees paid in the 12 months preceding the claim. Neither party is liable for indirect or consequential damages, except for breaches of confidentiality, IP infringement, or gross negligence.
Each party maintains the confidentiality of the other's non-public information for the contract term and 5 years thereafter.
These Terms are governed by the laws of the State of Delaware, U.S. Disputes are resolved by binding arbitration in Wilmington, DE under JAMS rules, except either party may seek injunctive relief in any court of competent jurisdiction.