Terms of Use
Binding terms governing access to and use of the CORDIALSYSTEMS website, platform, applications, dashboards, forms, reports, exports, content, and related services.
Acceptance and Binding Agreement
These Terms of Use are a binding legal agreement between Cordial Systems, LLC and each person or organization that accesses or uses the Services. By creating an account, clicking to accept, signing an order, using the Services, or allowing personnel to use the Services, you accept these Terms.
If you access the Services on behalf of an agency, ambulance service, public safety organization, business, government entity, or other organization, you represent that you have authority to bind that organization. The organization is responsible for all use by its personnel, contractors, administrators, and invited users.
If you do not agree to these Terms, you must not access or use the Services.
1. Definitions
"Company," "Cordial Systems," "we," "us," and "our" mean Cordial Systems, LLC. "Customer," "you," and "your" mean the person or organization accessing or using the Services.
"Services" means the website, hosted platform, dashboards, modules, forms, templates, exports, reports, notifications, support resources, training materials, documentation, software, and related services provided by Company.
"Customer Data" means information, records, files, configurations, form submissions, attachments, reports, users, permissions, operational workflows, and other content submitted to or generated in the Services by or for Customer.
2. Service Purpose and Operational Role
The Services are operational software tools for EMS agencies, ambulance services, public safety organizations, and related entities. The Services may support risk assessment, readiness checks, training documentation, incident reporting, public education tracking, supply order tracking, medication readiness, dashboards, and administrative oversight.
The Services are not a replacement for clinical judgment, medical direction, dispatch protocol, legal advice, regulatory advice, or agency policy. Customer remains responsible for all transport, staffing, clinical, operational, legal, billing, employment, disciplinary, and administrative decisions.
Scores, alerts, dashboards, recommendations, maps, time estimates, reports, and summaries are informational aids only. Customer must independently evaluate all outputs before relying on them.
3. Accounts, Credentials, and Authentication
Users must provide accurate account information and keep credentials confidential. Accounts may not be shared unless Company expressly authorizes shared access in writing.
Customer administrators are responsible for assigning, reviewing, and removing user access; enforcing least-privilege permissions; and promptly disabling access for personnel who no longer need the Services.
Company may require password reset, multi-factor authentication, PIN verification, session controls, or other account-protection measures. Company may suspend or restrict access if account activity creates a security, legal, operational, or abuse risk.
4. License and Permitted Use
Subject to these Terms and any applicable order or agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for lawful internal business, public safety, emergency medical services, logistics, training, reporting, and administrative purposes.
Customer may use reports and exports for internal operations, compliance, oversight, procurement, training, quality improvement, and lawful reporting purposes. Customer may not remove proprietary notices or misrepresent Company materials as Customer-owned software.
All rights not expressly granted are reserved by Company.
5. Prohibited Conduct
Customer and users must not use the Services to violate law, violate privacy rights, infringe intellectual property, upload unlawful content, transmit malware, harass others, interfere with the Services, bypass security controls, scrape or harvest data, reverse engineer the Services, or attempt unauthorized access.
Customer must not sell, rent, sublicense, timeshare, white-label, or commercially exploit the Services except as expressly permitted by a signed agreement.
Customer must not use the Services to train, benchmark, or build a competing product or to copy workflows, interfaces, reports, forms, designs, or logic for competitive purposes.
6. Customer Data and Data Quality
Customer is responsible for the accuracy, completeness, legality, quality, and appropriateness of Customer Data. Company does not independently verify Customer Data, submitted form responses, uploaded files, agency-specific templates, or administrative settings.
Customer grants Company the right to host, process, transmit, store, display, back up, analyze, secure, support, and otherwise use Customer Data as necessary to provide, maintain, protect, troubleshoot, and improve the Services and to comply with law.
Customer is responsible for maintaining independent copies of information that Customer is required to preserve by law, regulation, contract, agency policy, retention schedule, or litigation hold.
7. No Protected Health Information (No PHI)
The Services are a no-PHI-by-design platform. They are not intended to receive, store, transmit, or process HIPAA-regulated protected health information or patient identifiers unless Company has entered into a written Business Associate Agreement or other signed agreement expressly authorizing that use case.
By using the Services, Customer and its users agree not to enter protected health information or patient identifiers into any field, form, note, narrative, comment, supplement, or attachment. This includes, unless separately authorized in writing, patient names, full dates of birth, Social Security numbers, medical record numbers, patient care report numbers, patient phone numbers, patient email or precise patient addresses, insurance or policy numbers, driver’s license numbers, photographs that identify patients, or other information reasonably capable of identifying an individual patient.
To reference a specific transport, use the trip number together with non-identifying operational data (such as unit, crew, times, facilities, and risk factors) rather than patient-identifying information.
Cordial applies automated safeguards to support this policy, including blocking custom form fields that request patient identifiers and reminding users not to enter identifiers into free-text fields. These safeguards are aids only; Customer remains solely responsible for the content it submits and for determining whether information submitted to the Services is regulated by HIPAA, state privacy law, employment law, public records law, agency policy, contract, or other requirements.
8. Customer Configuration and Administrative Controls
The Services may allow Customer to configure modules, forms, templates, scoring criteria, conditional logic, required fields, roles, permissions, dashboards, notifications, exports, reports, and retention workflows.
Customer is responsible for selecting and maintaining configurations that are appropriate for Customer operations. Company does not guarantee that Customer-created fields, thresholds, workflows, reports, or permissions are lawful, clinically appropriate, complete, or suitable for any particular agency.
Customer administrators are responsible for reviewing configuration changes before use, training users, monitoring submitted data, and correcting inaccurate or inappropriate entries.
9. Third-Party Services and Infrastructure
The Services may depend on hosting providers, database providers, authentication services, email providers, mapping providers, analytics tools, file storage, monitoring tools, payment processors, or other third-party services.
Company is not responsible for third-party services except to the extent expressly required by a signed agreement. Third-party services may have separate terms, policies, availability limits, and security practices.
Customer authorizes Company to use subcontractors and service providers as reasonably necessary to provide the Services.
10. Fees, Trials, and Payment
Fees, subscription terms, implementation charges, renewal terms, usage limits, and payment schedules are set forth in the applicable order, invoice, statement of work, subscription checkout, or written commercial agreement.
Unless a signed agreement states otherwise, fees are non-refundable, invoiced amounts are due within thirty (30) days, and Customer is responsible for applicable taxes other than taxes based on Company net income.
Company may suspend or limit access for non-payment, expired trials, chargebacks, fraud risk, or failure to maintain valid billing information.
11. Intellectual Property
Company owns all right, title, and interest in the Services, including software, source code, object code, workflows, scoring logic, templates, reports, designs, interfaces, documentation, branding, trademarks, trade secrets, and derivative works.
Customer retains ownership of Customer Data and Customer-owned marks, files, policies, and materials. Customer grants Company a license to use Customer Data and customer-provided materials as needed to provide and support the Services.
No rights are transferred except as expressly stated in these Terms or a signed agreement.
12. Feedback and Product Improvement
If Customer or users provide feedback, ideas, requests, suggestions, or recommendations, Company may use them without restriction, payment, attribution, or obligation.
Company may use aggregated, anonymized, or de-identified information to understand usage, improve the Services, develop new features, maintain security, and produce operational insights, provided the information does not identify Customer or individuals except as permitted by law or contract.
13. Service Availability and Changes
Company may update, maintain, modify, suspend, replace, or discontinue features from time to time. Company will use commercially reasonable efforts to avoid materially reducing core contracted functionality during an active paid term unless necessary for security, legal, operational, or technical reasons.
Company does not guarantee uninterrupted or error-free Services. Emergency maintenance, provider outages, network failures, attacks, data issues, or events outside Company control may affect availability.
14. Confidentiality
Each party may receive non-public business, technical, operational, financial, security, product, or customer information from the other. The receiving party must use reasonable care to protect confidential information and may use it only for purposes related to the Services.
Confidentiality obligations do not apply to information that is public without breach, already known without restriction, independently developed without use of confidential information, or lawfully obtained from a third party without confidentiality restriction.
15. Privacy and Security
The Privacy Notice and Security Overview describe additional practices relating to information handling and safeguards. Customer remains responsible for user permissions, endpoint security, local downloads, exports, printed reports, screenshots, downstream systems, and any information Customer shares outside the Services.
No security program can eliminate all risk. Customer must promptly notify Company of suspected unauthorized access, compromised credentials, misuse, or security incidents involving the Services.
16. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT.
COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, AND THAT THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS; LOST REVENUE; LOSS OF GOODWILL; LOSS OF DATA; BUSINESS INTERRUPTION; PROCUREMENT OF SUBSTITUTE SERVICES; OR OPERATIONAL, CLINICAL, DISPATCH, TRANSPORT, STAFFING, OR ADMINISTRATIVE DECISIONS MADE BY CUSTOMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF THE AMOUNTS PAID TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR ONE HUNDRED U.S. DOLLARS (US $100) IF NO FEES WERE PAID.
18. Indemnification
Customer will defend, indemnify, and hold harmless Company and its officers, members, managers, employees, contractors, affiliates, licensors, and service providers from claims, losses, liabilities, damages, penalties, fines, costs, and expenses arising from Customer Data, Customer configurations, Customer use of the Services, user conduct, violation of these Terms, violation of law, infringement or misappropriation by Customer materials, or downstream use of reports, exports, or printed materials.
19. Suspension and Termination
Company may suspend or terminate access immediately if Company reasonably determines that Customer or a user has violated these Terms, created security risk, created legal exposure, failed to pay, misused the Services, or jeopardized the Services or other users.
Upon termination, Customer must stop using the Services. Sections that by their nature should survive termination will survive, including ownership, confidentiality, disclaimers, limitations of liability, indemnification, payment, dispute, and general provisions.
20. Governing Law and Venue
These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law principles. Any action arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Colorado, and each party consents to personal jurisdiction and venue in those courts.
21. Equitable Relief
Unauthorized use of the Services, misuse of confidential information, or infringement of Company intellectual property may cause irreparable harm. Company may seek temporary, preliminary, and permanent injunctive or equitable relief without posting bond, in addition to any other available remedies.
22. General Terms
These Terms, together with any applicable order, master agreement, privacy document, security exhibit, BAA, DPA, NDA, or written addendum incorporated by reference, form the agreement between the parties for the Services.
If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Customer may not assign these Terms without Company written consent. Company may assign these Terms in connection with a merger, acquisition, reorganization, financing, or sale of assets.
Company is not liable for delay or failure caused by events outside reasonable control, including natural disasters, labor disruptions, internet failures, provider outages, cyberattacks, governmental actions, war, terrorism, public health events, or power failures.
23. Changes to These Terms
Company may update these Terms by posting a revised version with a new effective date or otherwise providing notice. Continued use of the Services after the effective date of revised Terms constitutes acceptance to the extent permitted by law.
24. Notices and Contact
Operational support requests should be submitted through the support channels made available in the Services, or by email to support@cordialsystemlogistics.com. Legal notices must be sent to support@cordialsystemlogistics.com with 'Legal Notice' in the subject line, and Company may require formal service where required by law or contract.