Terms and Conditions of Use

1. Definitions

2. Scope of Services

HHR is a B2B marketing and coordination platform that:

• Connects medical professionals with verified home health agencies;
• Schedules and coordinates presentations between agencies and physician offices;
• Provides agency vetting, compliance verification, and quality assurance services;
• Facilitates professional networking and referral relationship development;
• Publishes educational resources about home health services and compliance.

Important Clarifications: HHR does not provide medical services, employ healthcare workers, or operate as a home health agency. We do not collect patient health information or medical records. Our services connect healthcare professionals for business development purposes only.

3. Account Registration and Access

3.1 Account Creation: To access certain Platform features, you must create an account by providing accurate, current, and complete information. You agree to:

• Provide truthful and accurate professional credentials and contact information;
• Maintain and promptly update your account information;
• Maintain the security and confidentiality of your login credentials;
• Notify us immediately of any unauthorized access or security breach;
• Accept responsibility for all activities under your account.

3.2 Eligibility: You must be at least 18 years old and legally authorized to enter into binding contracts. Medical Professionals must hold valid professional licenses. Agencies must maintain all required state and federal licenses and certifications.

3.3 Account Verification: We reserve the right to verify your credentials, licenses, and professional status. You authorize us to conduct background checks and verify information with licensing boards and regulatory agencies.

3.4 Account Suspension: We may suspend or terminate accounts that violate these Terms, provide false information, or engage in prohibited activities, with or without notice.

4. Healthcare Compliance

HHR operates in strict compliance with federal and state healthcare marketing laws, including:

• 42 U.S.C. § 1320a-7b(b) – Federal Anti-Kickback Statute (AKS)
• 42 U.S.C. § 1395nn – Stark Law (Physician Self-Referral Law)
• 45 C.F.R. § 164.500 et seq. – HIPAA Privacy & Security Rules
• State Healthcare Marketing Laws – Applicable state-specific regulations

4.1 Compliant Fee Structure: Agencies pay a flat, pre-agreed monthly fee for marketing services, presentation coordination, and platform access. Fees are charged only for time and administrative effort, not based on patient volume, referral value, or medical decisions. This structure follows OIG guidance for safe-harbor compliance under the Personal Services and Management Contracts safe harbor (42 C.F.R. § 1001.952(d)).

4.2 Fair Market Value: All service fees are set at fair market value for comparable marketing and coordination services, determined independently of referral volume or value.

4.3 No Patient Data: HHR does not collect, store, or process patient health information (PHI) or individually identifiable health information. All data collected is professional contact information for business networking purposes only.

4.4 User Compliance Obligations: Users are solely responsible for ensuring their use of the Platform and any resulting referral relationships comply with all applicable federal and state laws, including but not limited to the Anti-Kickback Statute, Stark Law, and HIPAA.

5. Acceptable Use Policy

You agree NOT to use the Platform to:

• Violate any federal, state, or local laws or regulations;
• Infringe upon intellectual property rights of HHR or third parties;
• Transmit false, misleading, or fraudulent information;
• Impersonate any person or entity or misrepresent your credentials;
• Transmit viruses, malware, or other harmful code;
• Attempt to gain unauthorized access to Platform systems or data;
• Interfere with or disrupt Platform operations or servers;
• Harvest or collect user information without consent;
• Use automated systems (bots, scrapers) without written permission;
• Engage in spamming, phishing, or unsolicited marketing;
• Share patient health information or protected health data;
• Offer or solicit illegal kickbacks or improper inducements;
• Disparage, harass, or threaten other users;
• Reverse engineer, decompile, or disassemble Platform software;
• Remove or alter copyright, trademark, or proprietary notices.

Violation of this Acceptable Use Policy may result in immediate account termination and legal action.

6. User Responsibilities

6.1 Medical Professionals agree to:

• Provide accurate professional contact information and credentials;
• Maintain appropriate professional licenses in good standing;
• Use the Platform solely for legitimate professional networking;
• Comply with all applicable healthcare regulations when making patient referrals;
• Not share patient health information through the Platform;
• Make independent medical decisions based on patient needs, not financial incentives;
• Disclose any financial relationships as required by law;
• Conduct due diligence on agencies before establishing referral relationships.

6.2 Agencies agree to:

• Maintain all required state and federal licenses and certifications;
• Provide accurate information about services, coverage areas, and capabilities;
• Comply with all healthcare marketing and anti-kickback regulations;
• Pay service fees as agreed in a timely manner;
• Conduct professional presentations and follow-up communications;
• Maintain appropriate liability insurance coverage;
• Provide quality home health services in compliance with all regulations;
• Not offer or provide anything of value to induce referrals;
• Promptly notify HHR of any license suspensions, sanctions, or regulatory actions.

6.3 Mutual Obligations: All Users agree to conduct themselves professionally, respect confidentiality, and maintain the integrity of the healthcare referral process.

7. Service Fees and Payment Terms

7.1 Fee Structure: Agencies pay a flat monthly service fee for platform access, marketing services, and presentation coordination. Fees are not based on referral volume, patient admissions, or revenue generated. All fees are set at fair market value for comparable services.

7.2 Payment Terms:

• Invoices are issued monthly and due within 15 days of issuance;
• Payment must be made via approved methods (ACH, wire transfer, credit card);
• Late payments accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less;
• Accounts more than 30 days past due may be suspended;
• Billing disputes must be raised in writing within 10 business days of invoice date;
• Fees are exclusive of all applicable federal, state, and local taxes, which are the Agency's responsibility.

7.3 Fee Changes: We may modify service fees with 30 days' written notice. Continued use of the Platform after the effective date constitutes acceptance of new fees.

7.4 Refunds: Service fees are non-refundable except as required by law or as expressly stated in a written agreement.

7.5 Collection Costs: If we engage collection services or legal counsel to collect overdue amounts, you agree to reimburse us for reasonable collection costs, including attorney fees.

8. Intellectual Property Rights

8.1 Platform Ownership: The Platform, including all Content, software, designs, text, graphics, logos, icons, images, audio clips, video clips, data compilations, and the selection and arrangement thereof, is owned by HHR or its licensors and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 Trademarks: "Home Health Reviews," the HHR logo, and other marks are trademarks or registered trademarks of HHR. You may not use these marks without our prior written permission.

8.3 Limited License: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for its intended business purposes. This license does not include any right to:

• Reproduce, distribute, modify, or create derivative works;
• Reverse engineer, decompile, or disassemble any software;
• Remove or alter proprietary notices;
• Use the Platform for commercial purposes beyond intended use;
• Frame or mirror any Platform content on other websites.

8.4 User Content License: By submitting User Content, you grant HHR a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content for Platform operations, marketing, and service improvement. You represent and warrant that you own or have necessary rights to grant this license.

8.5 Feedback: Any feedback, suggestions, or ideas you provide about the Platform become our property, and we may use them without compensation or attribution.

8.6 DMCA Compliance: We respect intellectual property rights. If you believe content on the Platform infringes your copyright, contact us at legal@homehealthreviews.com with detailed information per the Digital Millennium Copyright Act (DMCA).

9. Data Collection and Privacy

9.1 Professional Data Only: HHR collects only professional contact information necessary for B2B networking:

• Name, title, and professional credentials;
• Business email and phone number;
• Facility or agency name and address;
• Service areas and specialties;
• Professional preferences and communication settings;
• License numbers and verification information.

9.2 No Patient Data: We do not collect, store, or process patient names, medical records, diagnoses, treatment information, or any protected health information (PHI) as defined by HIPAA. Users must not submit patient data through the Platform.

9.3 Data Security: We implement reasonable administrative, technical, and physical safeguards to protect professional information. However, no system is completely secure, and we cannot guarantee absolute security.

9.4 Privacy Policy: Our collection, use, and disclosure of personal information is governed by our Privacy Policy, incorporated by reference into these Terms. Please review it at [link to privacy policy].

10. Confidentiality

10.1 Confidential Information: "Confidential Information" means non-public business information disclosed by one party to another, including but not limited to business strategies, pricing, customer lists, financial information, and proprietary processes.

10.2 Obligations: Recipients of Confidential Information agree to:

• Maintain confidentiality using reasonable care;
• Use Confidential Information only for authorized purposes;
• Not disclose to third parties without written consent;
• Return or destroy Confidential Information upon request.

10.3 Exceptions: Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law.

11. Representations and Warranties

11.1 User Representations: You represent and warrant that:

• You have full authority to enter into these Terms;
• Your use of the Platform will comply with all applicable laws;
• All information you provide is accurate, current, and complete;
• You hold all necessary licenses and credentials in good standing;
• You will not violate any third-party rights;
• You are not subject to any sanctions or exclusions from federal healthcare programs.

11.2 Agency Additional Warranties: Agencies further warrant that:

• They maintain all required state and federal licenses;
• They carry appropriate liability insurance;
• They comply with all healthcare quality and safety standards;
• They have not been subject to license suspension or revocation;
• They are not excluded from Medicare, Medicaid, or other federal programs.

12. Disclaimers

13. Limitation of Liability

14. Indemnification

14.1 User Indemnification: You agree to indemnify, defend, and hold harmless HHR, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Platform;
• Your violation of these Terms;
• Your violation of any law or regulation;
• Your violation of any third-party rights;
• Your User Content or professional conduct;
• Any referral relationships or patient care decisions;
• Any claims by patients, families, or third parties related to your services;
• Your breach of representations and warranties.

14.2 Agency Additional Indemnification: Agencies additionally agree to indemnify HHR for claims arising from:

• Quality of care or services provided to patients;
• Actions or omissions of agency employees or contractors;
• License suspensions, sanctions, or regulatory violations;
• Failure to maintain required insurance coverage;
• Violations of Anti-Kickback Statute, Stark Law, or other healthcare laws.

14.3 Defense and Settlement: HHR reserves the right to assume exclusive defense and control of any matter subject to indemnification. You agree to cooperate fully in the defense of any claim. You may not settle any claim without HHR's prior written consent.

15. Termination

15.1 Termination by User: You may terminate your account at any time by providing written notice to support@homehealthreviews.com. Termination does not relieve you of payment obligations for services already provided.

15.2 Termination by HHR: We may suspend or terminate your account immediately, with or without notice, for:

• Violation of these Terms or Acceptable Use Policy;
• Non-payment of fees;
• Fraudulent or illegal activity;
• License suspension or revocation;
• Exclusion from federal healthcare programs;
• Conduct that harms HHR's reputation or business;
• Inactivity for more than 12 months;
• Any reason or no reason, at our sole discretion.

15.3 Effect of Termination: Upon termination:

• Your right to access and use the Platform immediately ceases;
• All outstanding fees become immediately due and payable;
• We may delete your account and User Content;
• Sections that by their nature should survive (including indemnification, limitation of liability, dispute resolution) remain in effect.

15.4 No Refunds: Termination does not entitle you to any refund of fees paid, except as required by law.

16. Modifications to Terms and Platform

16.1 Right to Modify: We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting updated Terms on the Platform with a new "Last Updated" date;
• Sending email notification to your registered email address;
• Displaying a prominent notice on the Platform.

16.2 Acceptance of Changes: Your continued use of the Platform after the effective date of modified Terms constitutes acceptance. If you do not agree to modified Terms, you must stop using the Platform and terminate your account.

16.3 Platform Changes: We may modify, suspend, or discontinue any aspect of the Platform at any time without liability. We do not guarantee backward compatibility or continued availability of any features.

17. Force Majeure

HHR shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

18. Dispute Resolution and Arbitration

19. Governing Law and Jurisdiction

19.1 Governing Law: These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

19.2 Venue: To the extent arbitration does not apply, you agree that any legal action or proceeding shall be brought exclusively in the federal or state courts located in Los Angeles County, California, and you consent to personal jurisdiction in such courts.

19.3 Federal Law: Notwithstanding the choice of California law, federal laws including the Anti-Kickback Statute, Stark Law, and HIPAA apply to the extent applicable.

20. Miscellaneous Provisions

20.1 Entire Agreement: These Terms, together with our Privacy Policy and any written agreements between you and HHR, constitute the entire agreement and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

20.2 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20.3 Waiver: No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

20.4 Assignment: You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

20.5 No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights except as expressly stated.

20.6 Notices: All notices must be in writing and sent to:

• To HHR: legal@homehealthreviews.com or 123 Main Street, Los Angeles, CA 90001
• To You: The email address associated with your account

Notices are deemed received when sent by email or 3 business days after mailing.

20.7 Headings: Section headings are for convenience only and do not affect interpretation.

20.8 Survival: Provisions that by their nature should survive termination (including Sections 8, 12, 13, 14, 18, 19, and 20) shall survive termination of these Terms.

20.9 Relationship: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and HHR.

20.10 Export Compliance: You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country.

21. Contact Information

22. Acknowledgment and Acceptance