CodaPath Clinician Terms of Service

Effective date: [INSERT EFFECTIVE DATE]

IMPORTANT: THESE TERMS INCLUDE AUTOMATIC MONTHLY RENEWAL, LIMITATIONS OF LIABILITY, AND A BINDING INDIVIDUAL ARBITRATION PROVISION WITH A CLASS-ACTION WAIVER. SECTION 20 EXPLAINS HOW TO OPT OUT OF ARBITRATION WITHIN 30 DAYS.

These Terms apply to individual clinician subscriptions only. They do not authorize a clinic, school, district, employer, staffing company, or other organization account unless CodaPath has issued a separate written organization license.

1. Agreement and company information

These Clinician Terms of Service (“Terms”) are a binding agreement between CodaPath LLC, a Washington limited liability company (“CodaPath,” “we,” “us,” or “our”), and the individual who creates or uses a clinician account (“Subscriber,” “you,” or “your”). These Terms govern your access to and use of codapath.net, the CodaPath clinician portal, related client-portal functions, and associated software, content, communications, and services (collectively, the “Service”).

By checking the acceptance box, creating an account, beginning a free month, purchasing a subscription, or using the authenticated Service, you affirmatively agree to these Terms. If you do not agree, do not create an account or use the Service.

Our Privacy Policy describes how CodaPath collects, uses, discloses, secures, and retains personal information. Client-portal access is also governed by separate Client Portal Terms. Any consent required by applicable privacy law must be obtained separately and is not replaced by acceptance of these Terms.

2. Eligibility and professional authority

You must be at least 18 years old, located in the United States, and legally capable of entering a contract. You may use the Service only within the lawful scope of your education, credentials, licensure, supervision, employment, and professional role.

If you use the Service in connection with work performed for an employer, clinic, school, district, contractor, or other organization, you represent and warrant that you have obtained all required permission and that your use complies with that organization’s contracts, technology approvals, privacy rules, recordkeeping requirements, and other policies. CodaPath does not authorize you to bypass an organization’s procurement, security, privacy, or data-governance requirements.

3. Individual subscription only

Each individual subscription is issued to one named clinician and may be used only by that clinician for the clients assigned to that clinician. You may not share credentials, permit another clinician to use your account, pool one account among multiple clinicians, resell access, or use an individual subscription as an organization account.

An employer may reimburse the cost of your individual subscription, but reimbursement does not transfer the account to the employer, permit shared access, or create contractual rights for the employer. Clinic, practice, school, district, staffing-company, administrator, and other organization use is permitted only under a separate written license issued by CodaPath. We may investigate, restrict, suspend, or require conversion of an account that reasonably appears to be shared or used as an unlicensed organization account.

4. Purpose of the Service and professional responsibility

CodaPath is a clinician workflow, structured progress-tracking, visualization, educational-resource, document-sharing, and client-communication tool for speech-language professionals. It is designed to complement, not replace, an electronic health record. CodaPath is not an electronic health record, medical-record system, billing system, scheduling system, diagnostic device, emergency service, healthcare provider, or substitute for records required by an employer, payer, licensing body, or law.

CodaPath does not provide speech-language pathology, medical, legal, billing, coding, compliance, or other professional advice. Educational articles, frequently asked questions, glossary entries, goal resources, summaries, visualizations, templates, exports, and other materials are general tools. They do not create a clinician-patient relationship with CodaPath or establish a standard of care.

You retain sole responsibility for clinical evaluation, treatment, informed consent, professional judgment, required documentation, record retention, safeguarding client information, legal compliance, and communications with clients, caregivers, employers, payers, and other professionals. You must review all outputs before relying on, approving, sending, copying, or exporting them. Sending or exporting content does not transfer your professional responsibility to CodaPath.

Do not use the Service for urgent or emergency communications. If a person may be experiencing a medical or safety emergency, contact emergency services or an appropriate qualified professional.

5. No PHI and prohibited client information

The Service is designed for coded, non-identifying client information and is not intended or authorized to receive, create, maintain, or transmit protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act and its implementing regulations. CodaPath does not enter into a HIPAA business associate agreement for individual subscriptions. If you or an organization requires a business associate agreement for your intended use, you may not use an individual CodaPath subscription for that purpose.

You must not enter, upload, import, paste, transmit, display, send to support, or otherwise provide client-identifying information or PHI. Prohibited information includes client names or initials; schools; dates of birth; street addresses or geographic information smaller than a state; telephone or fax numbers; email addresses; Social Security, medical-record, health-plan, account, certificate, or license numbers; diagnoses linked to an identifiable client; full-face images; identifiable voice recordings; biometric identifiers; web addresses or device identifiers associated with a client; or any unique characteristic, narrative detail, filename, metadata, or combination of information that could reasonably identify a client.

The Service uses structured fields and technical controls designed to prevent prohibited information from being submitted or uploaded. Those controls supplement, but do not replace, your responsibility to avoid prohibited information. You may not attempt to bypass, disable, evade, or test an input restriction without CodaPath’s written authorization. CodaPath does not guarantee that every possible identifier will be detected.

The Service may store a session date selected by you and dates or times associated with account and system activity. You must not combine a date with any information that identifies or reasonably permits identification of a client. CodaPath’s acceptance of a calendar date does not represent or warrant that your use satisfies a particular HIPAA de-identification method or another organization’s privacy requirements. You are responsible for obtaining any compliance determination required for your intended use.

CodaPath does not collect client names, initials, schools, email addresses, dates of birth, street addresses, telephone numbers, diagnoses, medical-record numbers, or a key that maps a CodaPath client code to a person. CodaPath does not store clinician narrative journal notes. Client-related records are limited to the coded, structured information supported by the Service, including goals, tracking selections, progress data, session dates, approved summaries, and approved materials.

6. Random client codes and re-identification

CodaPath assigns a random client code that is not derived from client information. You must not replace the code with an identifier; customize it using client information; enter a lookup table into the Service; or disclose to CodaPath the method, file, or key you use outside the Service to associate a client code with a person.

You are responsible for maintaining any external mapping securely and separately from CodaPath. You must not include a client’s identity in goal text, summaries, document titles, uploaded materials, file metadata, screenshots, support communications, or other fields. Removal of a name alone may not be sufficient if the remaining information could reasonably identify the person.

If you believe prohibited information has been submitted, use the available removal function and notify [PRIVACY EMAIL] without repeating the prohibited information in the notice. CodaPath may block, quarantine, remove, or require removal of content that reasonably appears to violate these Terms and may restrict the associated account while the issue is addressed.

7. Client portal access and sharing

You control whether approved content is made available through a client code. You may give a code only to the adult client to whom the content relates or to an adult parent, legal guardian, caregiver, or other adult who is legally authorized to receive it. You are responsible for verifying the recipient’s identity and authority, transmitting the code appropriately, reviewing the content and audience before sharing, and revoking or replacing the code when access should end or may have been compromised.

The client portal is intended for adults. You may not direct or permit a person under 18 to access the portal independently, create an account, submit information, or accept portal terms. A minor may view content only in the presence and under the control of an authorized adult or treating professional.

Possession of a client code permits access to the content made available through that code. CodaPath does not independently verify identity, guardianship, custody, decision-making authority, or continued authorization. You are responsible for harm arising from giving a code to the wrong person, failing to revoke access, or sharing content without sufficient authority or consent, except to the extent caused by CodaPath’s violation of applicable law.

8. Accounts and security

You must provide accurate and current registration and billing information. Your username, password, authentication method, and client codes are confidential. You must use a unique, strong password; protect devices used to access the Service; log out of shared devices; and promptly notify [SECURITY EMAIL] of suspected unauthorized access, compromised credentials, or misuse.

You are responsible for activity through your account to the extent permitted by law. You may not transfer an account, impersonate another person, create accounts through automated means, or attempt to access another subscriber’s or client’s information. We may require password changes, additional authentication, code replacement, or other reasonable safeguards.

9. Acceptable use and software license

Subject to these Terms and payment of applicable fees, CodaPath grants you a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service during your subscription for your own lawful professional workflow.

You may not copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Service or CodaPath content except through functions we expressly provide; reverse engineer or attempt to discover source code except where restriction is prohibited by law; scrape, crawl, benchmark for publication, or use automated tools without written permission; circumvent account, feature, client, or subscription limits; probe or test security without written authorization; introduce malicious code; overload or disrupt the Service; access data without authorization; violate another person’s privacy or intellectual-property rights; or help another person do any of these things.

CodaPath educational materials and generated exports may be used only as expressly permitted for your authorized professional work. You may not republish, sell, create a competing content library from, train an artificial-intelligence model on, or distribute CodaPath’s articles, FAQs, glossary, templates, graphics, workflows, software, or other proprietary content.

10. Subscriber content and permissions

As between you and CodaPath, you retain your rights in content you lawfully submit or create through the Service (“Subscriber Content”). You are responsible for Subscriber Content and represent that you have all rights, permissions, consents, and authority needed to submit, process, display, export, and share it.

You grant CodaPath a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, format, display, and otherwise process Subscriber Content only as reasonably necessary to provide, maintain, secure, troubleshoot, and support the Service; comply with law; enforce these Terms; and protect users and others. The license continues only as long as reasonably necessary for those purposes, subject to disclosed retention and backup periods.

CodaPath will not sell Subscriber Content, use client-related Subscriber Content for targeted advertising, or use identifiable Subscriber Content to train public or third-party artificial-intelligence models. Any use of aggregated or de-identified information for security, analytics, or product improvement must comply with the Privacy Policy and applicable law.

If you provide product feedback that contains no client, employer, confidential, or third-party information, you grant CodaPath a perpetual, worldwide, royalty-free right to use that feedback without restriction or compensation.

11. Documents, summaries, and exports

The Service may allow you to approve summaries, send educational materials, generate PDFs, copy text, or export information for use in an electronic health record or another system. You must review the material before sharing or transfer and determine whether it is appropriate, accurate, complete, authorized, and sufficient.

CodaPath does not guarantee that an output or export satisfies clinical-documentation, payer, employer, audit, coding, billing, licensure, legal, or record-retention requirements. You must maintain independently any official record or backup required for your work.

12. Plans, free first month, renewal, and payment

CodaPath offers monthly individual subscription tiers based on the permitted number of active clients. Current advertised tiers are $10 per month for up to 5 active clients, $35 per month for up to 20, $55 per month for up to 40, $75 per month for up to 60, and $85 per month for more than 60. The checkout screen will display the selected plan, client limit, applicable taxes, free-month end date, first charge date, and current price before you enroll.

Each eligible new subscriber receives the first month free and must provide a valid payment method. Unless you cancel before the displayed first charge date, you authorize CodaPath and its payment processor to charge the payment method on file for the selected plan and applicable taxes. After the free month, the subscription renews automatically each month until canceled.

You may cancel automatic renewal online through Account and Billing. Cancellation stops future renewal charges and takes effect at the end of the current free or paid period unless the interface expressly states otherwise. Except where law requires otherwise, charges already made are nonrefundable and no credit is provided for unused time. CodaPath may issue a discretionary refund without creating an obligation to do so in another case.

Plan upgrades and downgrades take effect immediately as displayed at confirmation. Before you confirm a change, the Service will display the new client limit and any prorated charge or credit. If a downgrade places the account above its client limit, you must archive or remove clients as instructed, and CodaPath may restrict new active-client records until the account complies.

You authorize our payment processor to store and charge your payment method. If payment fails, CodaPath may pause access, retry the charge, request an updated payment method, or cancel the subscription. You remain responsible for valid charges and taxes. CodaPath does not receive or store complete payment-card numbers when the payment processor handles them directly.

13. Third-party services

The Service may rely on third-party providers for payment, hosting, storage, email, authentication, error monitoring, support, and other functions. Third-party sites and services outside CodaPath’s control are governed by their own terms and privacy practices. This provision does not limit any responsibility imposed on CodaPath by applicable law.

14. Service changes, support, and availability

CodaPath may improve, update, add, remove, or discontinue features. We will provide reasonable notice when a material change is expected to substantially reduce the core functionality of a paid subscription, unless an urgent legal, security, or operational issue requires faster action.

Support methods and response times may change. Unless a separate written service-level agreement states otherwise, the Service is not guaranteed to be uninterrupted, timely, secure, or error-free. Maintenance, provider outages, security events, and other conditions may affect availability.

15. Privacy, security, and incidents

Our Privacy Policy describes CodaPath’s personal-information practices. We use administrative, technical, and physical safeguards designed for the nature of the Service, but no system is completely secure. You must not describe CodaPath as HIPAA compliant, HIPAA certified, an EHR, or approved by a regulator unless CodaPath has expressly authorized that statement in writing.

CodaPath does not store client-portal IP or device information with client records. CodaPath may nevertheless process limited technical information necessary to operate, protect, and troubleshoot the Service, as described in the Privacy Policy. Advertising pixels, targeted-advertising technologies, and session-replay tools must not be introduced into authenticated areas by a Subscriber.

If CodaPath becomes aware of a security incident for which notice is required by law, CodaPath will provide notice as required. You agree to provide reasonably requested information and cooperation concerning suspected misuse, unauthorized access, prohibited information, or a legal notice obligation.

16. Suspension, cancellation, termination, and data handling

You may cancel renewal as described in Section 12. You may request account deletion through [ACCOUNT DELETION METHOD]. Cancellation of renewal and deletion of the account are different actions unless the interface expressly states otherwise.

CodaPath may restrict, suspend, or terminate access if payment fails; you violate these Terms; your activity threatens security, privacy, another person, or the Service; you submit prohibited information; you share or misuse an individual subscription; CodaPath is required to act by law; or continued service creates material legal or operational risk. When reasonably practicable, CodaPath will provide notice and an opportunity to cure, but may act immediately when necessary.

Following cancellation or termination, access, export, deletion, and backup handling will follow the Privacy Policy and product interface. [INSERT CONFIRMED EXPORT WINDOW, ACTIVE-SYSTEM DELETION PERIOD, AND BACKUP-RETENTION PERIOD.] You are responsible for exporting information you lawfully need before the applicable deadline. CodaPath may retain limited information for billing, fraud prevention, security, dispute resolution, enforcement, or legal compliance, subject to applicable law.

17. CodaPath intellectual property

CodaPath and its licensors own the Service and all associated software, designs, interfaces, compilations, databases, trademarks, logos, text, graphics, educational materials, workflows, and other content, excluding Subscriber Content. These Terms do not transfer ownership. All rights not expressly granted are reserved.

“CodaPath,” associated logos, and product names are or may be CodaPath trademarks. You may not use them in a manner that suggests endorsement, partnership, certification, or affiliation without written permission.

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND CODAPATH CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CODAPATH DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, AVAILABILITY, AND RESULTS.

CODAPATH DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR PROFESSIONAL, EMPLOYER, PAYER, EDUCATIONAL, LEGAL, OR REGULATORY REQUIREMENTS; THAT CONTENT, VISUALIZATIONS, OR CALCULATIONS WILL BE COMPLETE OR ERROR-FREE; THAT EVERY PROHIBITED IDENTIFIER WILL BE DETECTED; THAT ACCESS WILL BE UNINTERRUPTED; OR THAT INFORMATION WILL NEVER BE LOST, CORRUPTED, OR ACCESSED WITHOUT AUTHORIZATION. NOTHING IN THESE TERMS EXCLUDES A WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE EXCLUDED.

19. Limitation of liability and indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODAPATH AND ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA; COST OF SUBSTITUTE SERVICES; CLINICAL, EMPLOYMENT, LICENSURE, PAYER, OR DOCUMENTATION CONSEQUENCES; OR CLAIMS ARISING FROM YOUR CLIENT RELATIONSHIP, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO CODAPATH DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) $100. THESE LIMITS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT APPLY TO LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT CODAPATH TO EXCLUDE OR LIMIT.

To the extent permitted by law, you will defend, indemnify, and hold harmless CodaPath and its members, officers, employees, contractors, affiliates, licensors, and service providers from third-party claims, liabilities, losses, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from your Subscriber Content; professional services or clinical decisions; lack of authority, permission, or consent; submission of PHI or prohibited information; unauthorized disclosure of a client code or content; breach of these Terms; or violation of law or another person’s rights. This obligation does not apply to CodaPath’s own conduct to the extent prohibited by law. CodaPath will provide reasonable notice and may control the defense and settlement.

20. Dispute resolution and arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHT TO GO TO COURT, HAVE A JURY DECIDE A DISPUTE, OR PARTICIPATE IN A CLASS ACTION.

Before filing a claim, the complaining party must send written notice describing the dispute, requested relief, and relevant account information. Notice to CodaPath must be sent to [LEGAL NOTICE EMAIL] and CodaPath LLC, [LEGAL MAILING ADDRESS]. The parties will attempt in good faith to resolve the dispute for 30 days after receipt. Either party may bring an eligible individual claim in small-claims court if the court’s rules permit.

Except for eligible small-claims matters and claims seeking temporary or preliminary injunctive relief for unauthorized access, security abuse, or intellectual-property infringement, a dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable Consumer Arbitration Rules. The Federal Arbitration Act governs this arbitration agreement. The arbitration may occur by video, telephone, documents, or in person as the applicable rules permit.

Claims may be brought only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, mass, representative, or private-attorney-general action or arbitration. If a court determines that a particular request for public injunctive relief cannot lawfully be waived or arbitrated, that request will be decided by the court after arbitrable claims are completed.

You may opt out of this arbitration agreement by sending a signed notice to [ARBITRATION OPT-OUT EMAIL OR MAILING ADDRESS] within 30 days after first accepting these Terms. The notice must include your name, account email, and a clear statement that you opt out of arbitration. Opting out will not affect your account or the remaining Terms.

If you validly opt out, or if a dispute is not subject to arbitration, each party consents to the jurisdiction and venue of the state and federal courts located in King County, Washington, except where applicable law requires another forum. EACH PARTY WAIVES A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21. Changes to Terms and pricing

CodaPath may update these Terms to reflect changes in the Service, law, security, or business practices. Updated Terms will include a new effective date. For a material change, CodaPath will provide reasonable advance notice by email, in-product notice, or another appropriate method and may require affirmative acceptance before continued use.

CodaPath may change subscription prices with at least 30 days’ advance notice. A price change will apply no earlier than the first renewal after the notice period. If you do not agree, you must cancel before that renewal. Continued paid use after the change becomes effective constitutes acceptance to the extent permitted by law.

22. Governing law and general terms

Washington law governs these Terms without regard to conflict-of-law principles, except that the Federal Arbitration Act governs Section 20. Mandatory consumer protections of your state of residence remain applicable to the extent they cannot lawfully be waived.

These Terms and documents expressly incorporated into them are the entire agreement between you and CodaPath concerning the Service, except for a separate written agreement signed by both parties. A separate signed agreement controls only for its stated subject.

You may not assign these Terms or transfer an account without our written consent. CodaPath may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law, subject to applicable privacy obligations.

If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will continue. Failure to enforce a provision is not a waiver. Section headings are for convenience. “Including” means “including without limitation.” Electronic notices and signatures satisfy writing requirements to the extent permitted by law.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations and privacy, security, confidentiality, and legal-compliance obligations to the extent they remain performable. Provisions that by their nature should survive termination will survive, including ownership, fees owed, content permissions necessary for retained information, disclaimers, liability limits, indemnification, disputes, and general terms.