Provider: MSC Software Solutions LLC (“MSC,” “we,” “us,” “our”)
Address: 10913 Upland Retreat Dr, Houston, TX 77043
Site/Service: msccarepath.com and MSC CarePath (the “Service”)
Effective Date: January 1, 2025
1. Acceptance; Clickwrap
By accessing or using the Site or Service, or by clicking “I Agree” (or similar) during sign-up/login, you agree to these Terms.
2. Organizational Use; Authority
If you use the Service on behalf of an organization (a “Customer”), you represent you have authority to bind the Customer. Customer is responsible for Users’ access and use.
3. Other Agreements; Order of Precedence
The Service may also be governed by a separate written agreement with a Customer (e.g., subscription agreement, order form, statement of work) and/or a Business Associate Agreement (“BAA”). In the event of conflict, the BAA governs for PHI, then the Customer agreement, then these Terms.
4. No Medical Advice
The Service provides administrative and workflow functionality and does not provide medical advice, diagnosis, or treatment recommendations. Clinical decisions and documentation responsibilities remain solely with licensed professionals and the Customer.
5. Accounts; Security
Users must maintain accurate account information, safeguard credentials, and promptly report suspected unauthorized access to the Customer administrator.
6. Permitted Use; Restrictions
You will not (and will not allow others to):
6.1 Reverse engineer or attempt to discover source code except where prohibited by law.
6.2 Copy or modify or create derivative works of the Service except as expressly permitted in writing by MSC.
6.3 Bypass or interfere with authentication, access controls, or security features.
6.4 Upload malware or disrupt the Service.
6.5 Violate law/rights including payer requirements or third-party rights.
6.6 Compete: use the Service to build or support a competing product.
7. Customer Data; HIPAA; Compliance
Customer is responsible for Customer Data and for obtaining all required rights/consents to submit it. Where a BAA applies, MSC will process PHI only as permitted by the BAA and applicable law. Users must use the Service consistent with Customer compliance obligations.
8. Intellectual Property
MSC owns the Service and all related intellectual property. Customer retains rights in Customer Data.
9. Feedback
Feedback may be used by MSC without restriction or compensation.
10. Suspension; Changes
MSC may modify, suspend, or terminate access to protect the Service, comply with law, address security issues, or enforce these Terms, subject to any separate Customer agreement.
11. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” MSC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MSC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL. MSC’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR $100 IF NO FEES WERE PAID), EXCEPT WHERE NOT PERMITTED BY LAW.
13. Indemnification
You and/or Customer (as applicable) will indemnify and hold harmless MSC from claims arising out of misuse of the Service, violation of law/Terms, or Customer Data (including allegations of infringement or misappropriation).
14. Arbitration Agreement; Class Action Waiver; Jury Trial Waiver
PLEASE READ CAREFULLY — THIS AFFECTS YOUR LEGAL RIGHTS.
14.1 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved by binding arbitration rather than in court, except that either party may (i) bring an individual action in small claims court if it qualifies and (ii) seek injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorized use or misuse of intellectual property or to address security breaches.
14.2 Administrator and Rules. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or other applicable AAA rules), as modified by this section.
14.3 Seat; Venue; Remote Hearings. Unless the parties agree otherwise, the seat of arbitration will be Houston, Texas. The arbitration may be conducted remotely (video/teleconference) where appropriate.
14.4 Class Action Waiver. Disputes may be brought only in an individual capacity and not as a plaintiff/class member in any class, collective, or representative proceeding. The arbitrator may not consolidate claims or preside over a class/representative proceeding.
14.5 Jury Trial Waiver. To the extent any Dispute is litigated in court, each party waives any right to a jury trial to the fullest extent permitted by law.
14.6 Time Limit. Any Dispute must be filed within one (1) year after it arises, unless a longer period is required by law.
15. Governing Law
Texas law governs these Terms (excluding conflict-of-law principles), except the Federal Arbitration Act governs the arbitration provisions.
16. Notices
MSC may provide notices through the Site/Service or other reasonable methods. Legal notices to MSC must be sent to the address above with sufficient detail.
17. Miscellaneous
Assignment (no assignment by User without consent), severability, no waiver, and entire agreement apply.
18. Contact
MSC Software Solutions LLC
10913 Upland Retreat Dr, Houston, TX 77043
Legal notices should be sent to the address above with “Attn: Legal” on the envelope.