Legal

• Introduction
• Consent and Capacity
• Scope of Service
• Billing
• Training
• Intellectual Property Rights
• Rights and Responsibilities
• Disclaimer
• Limitation of Liability
• Indemnification
• Confidentiality
• Data Protection
• Choice of Law
• Dispute Resolution
• Severability
• Changes to These Terms
• Term
• Third-Party
• Assignment
• Contact Us

1. Introduction

Welcome to Medicaidsoft.com. This App is owned and operated by MedicaidSoft Inc. (“we,” or “us”). These Terms of Use (“Terms″) govern your use of our App and Website, hereafter referred to as “the App”. These Terms include information about usage, licensing, and intellectual property. Please read these Terms carefully. By using the App, you consent to these legally binding Terms as well as our Privacy Policy, which is hereby incorporated.

2. Consent and Capacity

In order to use our Services, you must be at least eighteen. Your use of our Services is conditioned on your acceptance of these Terms. If you do not agree with these Terms, please discontinue your use of the App. By using our services, you warrant that you are entering into a binding contract with MedicaidSoft Inc. Areas of the App may also be subject to additional terms. Any additional terms are not intended to replace or supersede these Terms, but rather supplement these Terms in those specific areas. Please take the time to familiarize yourself with the additional conditions of those areas before accessing them.

By downloading the App or Logging into the App, you consent and agree to be subject to these Terms.

3. Scope of Service

3. Scope of Services. We offer, through our proprietary software as a service platform, a suite of online legal and Medicaid practice management software services, which includes our core Medicaid practice management software solution as well as certain value-added services to which you may subscribe (collectively, the “Service(s)”). To subscribe to a Service, you must complete an online sign-up flow, which identifies the Services to which you have subscribed, additional subscription terms, and the fees payable by you to Medicaidsoft Inc. for that Service. By subscribing to the Service, you may access and use the Service for the purpose of managing your Medicaid application practice. You are only entitled to use the Services for which you have subscribed and paid, and your use of the Services is subject to your compliance with these Terms of Service. We reserve the right to modify the Services (or any part thereof) from time to time and we are not liable to you or to any third party for any modification of the Services.

3.1 Intended Use. The Service is designed and intended to be used by licensed attorneys, certified Medicaid planners, other trained professionals in Medicaid applications such as social workers, medical billing personnel, and administrators, all located in the United States. Your use of the Service for any other purpose or in any other manner is at your own risk.

3.2 No Legal Advice. Medicaidsoft Inc. does not provide legal advice and is not engaged in the practice of law.

3.3 Expanding the Services. You may subscribe to additional Services, including any new value-added services made available by Medicaidsoft Inc. from time to time, or increase your existing subscription by executing an order form or completing an additional online sign-up flow, as applicable. Each new sign-up flow will include the price and billing date(s) of the Services being added at that time. All new Services are subject to these Terms.

3.4 Set-Up and Configuration. You are solely responsible for determining the appropriate set-up and configuration of the Services. In the event you request we provide assistance in the set-up or configuration of the Services, without in any way limiting Section 8.2, we make no representations or warranties with respect to any changes we may make or work we may perform on your behalf and at your requests.

4. Billing

Service Fees. You will pay certain non-refundable fees for the Services in the amount set forth in the online sign-up flow (the “Service Fees”) and according to the billing frequency stated therein. Service Fees are due and payable on the date of the invoice. Service Fees are charged on a monthly basis based on your subscription tier, with applicable overages as incurred. We may increase Service Fees from time to time by providing you with no less than thirty (30) days advance notice. Service Fees are non-refundable if you terminate your subscription early.

Billing. Subscriptions to the Service may come with an initial free trial period. If you do not provide your ACH or credit/debit card payment information (“Payment Details”) to Medicaidsoft Inc. within the free trial period, your account will be suspended and may only be reactivated by submission of valid Payment Details. Medicaidsfot Inc. will have no responsibility for any loss of access to or use of the Services or your data or other information stored in or by the Services during such suspension period. If you provide valid Payment Details before the end of your free trial, and have elected to continue with a paid plan, you will be billed either monthly (at the end of the trial period) or annually, at your option. Regardless of your billing cycle, there are no refunds or credits for (i) partial months or years of Services, (ii) users with their authorization revoked from your account, or (iii) unused time with an open account. In order to treat all of our customers equally, no exceptions will be made. For any changes to your plan (e.g., different billing cycles, additional authorized users, etc.), your credit/debit card or other payment details will be charged the new rate on your next billing cycle; provided, however, if you elect to add additional authorized users to your account prior to the date of renewal for your Services (the date you add additional authorized users being referred to herein as the, “User Add Date”), the Service Fee applicable to such additional users will be prorated as of the User Add Date and your credit/debit card will be charged such prorated amount on the User Add Date.

Usage and Overage. Each subscription tier includes a designated number of Medicaid application credits per month (Application Credits), as well as API credits (API Credits), as specified in the plan details. Application Credits are utilized when an application is initiated on the Platform—defined as the collection of a verification document or the generation of a pre-filled form. API Credits are used when clients connect any qualifying online banking accounts within the platform, and ensure a duration of 90 days for the connection established. Any unused credits roll over for up to two consecutive months and expire after 90 days. Should the Client exceed the monthly credit allocation, additional usage will incur an overage fee based on the subscription tier's pricing. Overage fees will be billed at the end of the current billing cycle, ensuring seamless access to the Platform without interruption. Additional charges or increased fees may apply on a going forward basis for customers with an exceptionally high number of authorized users, an unusually high monthly ticket rate per agent, or extraordinary usage of bandwidth, in which case we will notify you in advance to provide you with a reasonable opportunity to modify your use of the Service or terminate your subscription to avoid any additional charges or increased fees.

Taxes. You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated by these Terms of Use. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Training

Training. We will make available remote, live or recorded training sessions to you and your authorized users at our discretion.

6. Intellectual Property Rights

MedicaidSoft Inc.’s trademarks, trade names, logos, and other intellectual property incorporated into the App are the sole property of MedicaidSoft Inc. or its licensors and are protected under copyright, trademark, trade secret, and other intellectual property laws. Copying or distributing any material, illustrations, photographs, video, or content from the App without consent is strictly prohibited. Additionally, any use that constitutes an infringement of any of the above-stated intellectual property rights is prohibited. We, in our sole discretion, reserve the right to remove any content or take any steps deemed appropriate to protect such rights.

7. Rights and Responsibilities:

7.1 Authorization to Use the APP. Subject to (i) your timely payment of all fees set forth in the online sign-up flow and (ii) your compliance with these Terms, we authorize you, on a non-exclusive, non-transferable, and limited basis, to use (and permit your authorized users to use) the Services to which you have subscribed solely for your internal business purposes in accordance with Section 3 (Intended Use) above.

7.2 Authorized Users. You (i) are responsible for your authorized users’ compliance with these Terms of Use, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is your responsibility to promptly remove such user’s access to the Services. Third parties that compete directly with us are not permitted to access or use the Services or any application programming interface we may make available to you. We reserve the right to disable or delete access to the Services and any application programming interface for any of your authorized users that we deem to be direct competitors, as determined in our sole discretion.

7.3 Your Responsibilities. Use of the Services In Compliance With Laws. The Services contain various tools and workflows that assist you in the conduct of your business. For example, you may be able to use the Services to, among other things, text, email, and accept payments from individuals. Such activities can be highly regulated, and while we assist you in carrying out such activities, you are solely responsible for ensuring compliance with all applicable laws and regulations. You are responsible for all activities that occur under your account or by your authorized users. Without limiting the foregoing, you will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us immediately of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy HIPPA and protection of personal or consumer information) in using the Services; and (iv) obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges (e.g., ISP fees) incurred by you in connection with your use of the Services.

7.4 Your Restrictions. You may not, and you will ensure your authorized users do not, (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services; (ii) license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell for profit, distribute, or otherwise commercially exploit, grant rights in or make the Services or any content offered therein available to any third party; (iii) use the Services except as expressly authorized under these Terms of Use or in violation of any applicable laws; (iv) engage in any illegal or deceptive trade practices with respect to the Services; (v) circumvent or disable any security or other technical features or measures of the Services or any other aspect of the software or, in any manner, attempt to gain unauthorized access to the Services or its related computer systems or networks; (vi) use the Services to transmit infringing, libelous, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (ix) use any robot, spider, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services; or (x) reformat or frame any portion of the Services.

Although we have no obligation to monitor your use of the Services, we may do so at our discretion and may prohibit any use of the Services we believe may be (or is alleged to be) in violation of these Terms of Use or applicable laws and regulations.

7.5 Reservation of Rights. No other rights are granted except as expressly stated in these Terms of Use, and nothing herein conveys any rights or ownership or license in, or to, the Services or any underlying software or intellectual property. We own all right, title, and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof, and in any idea, know-how, and/or program(s) developed by us or our authorized users during the course of performance of the Services.

7.6 User Responsibilities. All Users of the App agree to the following guidelines:

• You will keep your username and password confidential. You will not share this information with any other person.
• You will not use another user’s login and registration information.
• You will not create fake accounts for the purpose of spamming users or visitors, collecting personal information with or without consent, or any other deceptive practices.
• You will not circumvent, evade, disable, or otherwise interfere with the security of the App.
• You will not infringe the intellectual property rights of others

Additionally, to access certain portions of the App, you may be required to provide information. The information you provide must be truthful, accurate, and complete. The information you provide is subject to our Privacy Policy, which is hereby incorporated into these Terms.

8. Disclaimer

THE APP, ITS CONTENT, AND ALL THE MATERIALS AND FUNCTIONALITY ARE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR GUARANTEE. YOU ACCESS THE APP AT YOUR OWN RISK UNDERSTANDING THAT MEDICAIDSOFT INC DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MEDICAIDSOFT INC WILL NOT BE RESPONSIBLE FOR OR LIABLE FOR ANY DAMAGE THAT MAY ARISE FROM YOUR USE OF THIS SITE. MEDICAIDSOFT INC DISCLAIMS ANY AND ALL WARRANTIES PERTAINING TO THE ACCURACY AND USEFULNESS OF THE MATERIALS, CONTENT, SOFTWARE, OR SERVICES PROVIDED VIA THE APP. MEDICAIDSOFT INC MAKES NO PROMISES OR REPRESENTATIONS THAT OUR SOFTWARE IS FREE FROM VIRUSES, MALWARE, OR ANY OTHER HARMFUL COMPONENTS, OR THAT THE APP WILL BE AVAILABLE WITHOUT INTERRUPTION. WE MAKE NO WARRANTY THAT THIS APP WILL ENSURE OR GUARANTEE MEDICAID APPROVAL OR QUALIFICATION. THIS APP DOES NOT PROVIDE ANY LEGAL SERVICES OR LEGAL ADVICE, YOU MUST CONSULT A LICENSED ATTORNEY IN YOUR AREA FOR INDEPENDENT LEGAL ADVICE AS IT RELATES TO MEDICAID.

THIS SECTION APPLIES TO YOU TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, MEDICAIDSOFT INC DOES NOT ACCEPT LIABILITY FOR LOSS OR DAMAGE OF ANY KIND, BE IT DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, ACTUAL, PUNITIVE, OR OTHERWISE, WHETHER IT ARISES FROM PERSONAL INJURY, FINANCIAL LOSS, DATA LOSS, OPPORTUNITY LOSS, THIRD-PARTY USE OR MISUSE, AGGREGATE SERVICE, PERSONAL DISSATISFACTION, OR ANY OTHER DAMAGE RESULTING FROM YOUR USE OF THE APP. THE FULL ASSUMPTION OF RISK AND THEREFORE RESPONSIBILITY LIES WITH YOU, THE USER AND VISITOR. MEDICAIDSOFT INC, ITS DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUBSIDIARIES, ASSIGNORS, AND LICENSORS WILL NOT BE HELD LIABLE IN ANY EVENT. FOR JURISDICTIONS IN WHICH STATUTORY LAW PROHIBITS THE LIMITATION OF CERTAIN TYPES OF LIABILITY RELATED TO THE GROSS NEGLIGENCE OF A PARTY, MEDICAIDSOFT INC’S LIABILITY IS LIMITED TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.

10. Indemnification

You agree to indemnify and hold harmless MedicaidSoft Inc., its directors, shareholders, employees, representatives, agents, subsidiaries, assignors, and licensors from and against any lawsuits, disputes, claims, proceedings, demands, costs, or expenses related to or stemming from any use of the App or your breach of these Terms and any other policies incorporated into this agreement.

11. Confidentiality:

Confidential Information. Neither party shall disclose to any third party any information or materials provided by the other party hereunder and reasonably understood to be confidential (“Confidential Information”) without the other party’s prior written consent, except as otherwise expressly permitted under these Terms of Service; provided, however, Medicaidsoft Inc. may use and disclose your Confidential Information (in accordance with our Privacy Policy) as necessary to provide the Services. The foregoing restrictions do not apply to (i) any information that is in the public domain or already in the receiving party’s possession, (ii) was known to the receiving party prior to the date of disclosure, (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena. (unless receiving party is legally precluded from providing such notice).

This Section 9 will survive termination or expiration of your subscription to the Services.

12. Data Protection

Data Protection. You will comply with all applicable privacy, data protection, anti-spam and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personally Identifiable Information (as defined below) of any person. If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personally Identifiable Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. “Personally Identifiable Information” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).

Ownership Disputes. Ownership of a database associated with the Services is sometimes disputed between one or more parties. While we will have no obligation to do so, we reserve the right, at any time and in our sole discretion, with or without notice to you, to determine rightful database ownership and to transfer a database to the rightful owner. If we can’t reasonably determine the rightful owner, we reserve the right to suspend access to a database until the disputing parties reach a resolution. We also may request joint instructions or certain documentation from the disputing parties, such as a government-issued photo ID, a credit card invoice or a business license, to help determine the rightful owner.

13. Choice of Law

These Terms and any disputes arising from the use of the App are governed by and construed according to the law of the state of Utah. Each party agrees to submit to the courts of the state of Utah and that the state of Utah has personal jurisdiction over the matter.

14. Dispute Resolution

We believe that it is beneficial to all parties to quickly resolve any potential disputes as efficiently and cost-effectively as possible. In line with this belief, you agree that any disputes arising from your use of the App will be handled and resolved according to the provisions of these Terms, unless otherwise explicitly stated. If a dispute arises, you agree to first contact us and attempt to resolve any such issues informally. If informal attempts fail, you agree to submit any claim, dispute, or controversy to binding arbitration.

YOU AGREE TO WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL YOU MAY HAVE IN ANY AND ALL JUDICIAL PROCEDURES AND PROCEEDINGS RELATED TO ANY DISPUTE ARISING FROM YOUR USE OF THE APP UNDER THESE TERMS.

ALL PARTIES WAIVE THEIR RIGHTS TO PRESENT CLAIMS IN A CLASS ACTION SUIT.

15. Severability

If any portion of these Terms is deemed unenforceable, void, or invalid for any reason, the remaining provisions of these Terms will remain unaffected and will not be considered unenforceable, void, or invalid. They will maintain the full force of law to the extent possible.

16. Changes to These Terms

We may update these Terms from time to time. If any updates are made to these Terms, they will be posted here. Additionally, if material changes are made, we will notify you via a notice posted on the App, and registered users will receive an additional email. Please check this page frequently for updates.

17. Term

Either party may terminate any subscription to Services based upon the terms of the initial sign-up flow or agreement or (i) if the other party breaches any of its obligations under these Terms and such breach is not cured within thirty (30) days of receipt of notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. Notwithstanding the foregoing, we may terminate your subscription to the Services immediately in the event of your material breach of these Terms of Use, as determined by us in our sole discretion. Upon termination of your subscription, you will immediately discontinue all use of the Services, cease to represent that you are a user of the Services, and destroy all our Confidential Information (as defined in below) in your possession. Neither party will be liable for any damages resulting from a valid termination of any subscription(s) to Services; provided, however, that termination will not affect any claim arising prior thereto.

Handling of Your Data in the Event of Termination. You agree that following the expiration or termination of any of your subscriptions to the Services, we may immediately deactivate the affected Services and that, following a reasonable period, we may delete your account and data. However, in the event that the Services are terminated by us, we will grant you temporary, limited access to the Services, not to exceed thirty (30) days, for the sole purpose of permitting you to retrieve your proprietary data, provided that you have paid in full all undisputed amounts owed to us. You further agree that we will not be liable to you or to any third party for any termination of your access to the Services or deletion of your data, provided that we are in compliance with the terms of this Section.

18. Third Party

Third Party Services. The Services or our App may contain links to other sites, services, and products provided by third parties, which may include our affiliates or subsidiaries. Such links are provided for your convenience only. We have no control over such sites, services, and products and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or services found within the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or services.

19. Assignment

Assignment. You will not assign or transfer the Services or any of your rights and/or obligations under these Terms of Use without our prior written consent. We may, without restriction assign or transfer our rights and/or obligation hereunder, at our sole discretion. Subject to the foregoing, these Terms of Use will bind to the parties’ respective successors and assigns.

20. Contact Us

If you have any questions, comments, or concerns about these Terms or our services, please contact us via email at team@medicaidsoft.com, or by mail at:

991 Shepard Lane, Ste 210, Farmington, Utah 84025

Effective Date: January 29, 2024