Terms of Service

These Terms of Service ("Terms") govern access to and use of the website, client portals, and related digital services (collectively, the "Site") operated by CohesiveIQ ("CohesiveIQ," "we," "us," or "our"), a healthcare regulatory compliance consulting and technology firm. By accessing or using the Site, you ("you" or "User") agree to be bound by these Terms. If you do not agree, do not use the Site.

SECTION 1 - Acceptance of Terms

Use of the Site constitutes acceptance of these Terms in full. CohesiveIQ may update these Terms from time to time as described in Section 15. Continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

SECTION 2 - Description of Services

The Site provides general information about CohesiveIQ's healthcare compliance consulting services, including but not limited to compliance, data privacy, information security, and technology risk management advisory services for healthcare providers, health technology companies, academic medical centers, and private equity firms. The Site may also host client-facing tools, resources, or portals made available in connection with a separate consulting engagement.

SECTION 3 - No Legal Advice; No Professional Relationship

CohesiveIQ is a compliance consulting firm, not a law firm, and nothing on the Site constitutes legal advice or creates an attorney-client relationship. Content on the Site is provided for general informational purposes only and should not be relied upon as a substitute for consultation with qualified legal counsel or other licensed professionals regarding your specific circumstances.

Use of the Site, including submission of an inquiry or contact form, does not create a consulting, advisory, or other professional services relationship between you and CohesiveIQ. Such a relationship arises only upon execution of a separate written engagement agreement or statement of work.

SECTION 4 - Relationship to Client Engagement Agreements

Where CohesiveIQ provides consulting services to a client under a signed engagement letter, master services agreement, or statement of work (an "Engagement Agreement"), the terms of that Engagement Agreement govern the scope, deliverables, fees, and responsibilities of that specific consulting relationship. These Terms govern use of the Site itself and any general-purpose digital tools made available on it. In the event of a direct conflict between these Terms and an Engagement Agreement regarding the subject matter of the engagement, the Engagement Agreement controls.

SECTION 5 - Site Use and Accounts

If the Site provides for account registration or a client portal, you agree to: (a) provide accurate and complete information; (b) maintain the confidentiality of your login credentials; (c) notify CohesiveIQ promptly of any unauthorized use of your account; and (d) use the Site only for lawful purposes consistent with these Terms.

You agree not to: interfere with or disrupt the Site or its servers; attempt to gain unauthorized access to any portion of the Site; upload or transmit malicious code; scrape or harvest data from the Site without authorization; or use the Site in any manner that violates applicable law, including healthcare privacy and security laws.

SECTION 6 - Intellectual Property

All content on the Site, including text, graphics, logos, frameworks, methodologies, tools, and software, is the property of CohesiveIQ or its licensors and is protected by applicable intellectual property laws. Except as expressly permitted under an Engagement Agreement, no license is granted to reproduce, distribute, modify, or create derivative works from Site content without CohesiveIQ's prior written consent.

SECTION 7 - Confidentiality and Data

Any confidential or proprietary information exchanged in connection with an actual consulting engagement is governed by the confidentiality provisions of the applicable Engagement Agreement and, where applicable, a separate business associate agreement or non-disclosure agreement. CohesiveIQ's handling of personal information submitted through the Site is described in its separate Privacy Policy, which is incorporated into these Terms by reference.

SECTION 8 - Disclaimers

THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CohesiveIQ does not warrant that the Site will be uninterrupted, secure, or error-free, or that any information on the Site is current, complete, or applicable to your particular facts and circumstances. Regulatory requirements referenced on the Site are subject to change, and you are responsible for confirming applicability to your organization, ideally through a formal engagement.

SECTION 9 - Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COHESIVEIQ, ITS OWNERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CohesiveIQ's total aggregate liability arising out of or relating to use of the Site shall not exceed one hundred dollars ($100). This limitation does not apply to liability arising under a separate Engagement Agreement, which is governed by the liability terms set forth in that agreement.

SECTION 10 - Indemnification

You agree to indemnify, defend, and hold harmless CohesiveIQ and its owners, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of the Site, your violation of these Terms, or your violation of any applicable law or third-party right.

SECTION 11 - Dispute Resolution - Binding Arbitration

CohesiveIQ and each User will first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or use of the Site through direct negotiation for at least thirty (30) days before initiating arbitration. If the dispute is not resolved informally, it shall be resolved exclusively by binding arbitration rather than in court, except that either party may bring an individual action in small claims court for disputes within that court's jurisdiction, and either party may seek injunctive or other equitable relief in court to prevent misuse of intellectual property or confidential information.

The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules) then in effect. The arbitration shall be conducted by a single arbitrator, seated in Broward County, Florida, and the arbitrator's award may be entered as a judgment in any court of competent jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable.

Each party shall bear its own attorneys' fees and costs in arbitration except as otherwise required by applicable law or awarded by the arbitrator. This arbitration agreement is governed by the Federal Arbitration Act.

SECTION 12 - Class Action Waiver

To the fullest extent permitted by applicable law, you and CohesiveIQ agree that any arbitration, dispute, claim, or controversy arising out of or relating to these Terms or use of the Site will be conducted only on an individual basis, and not as part of a class, collective, consolidated, or representative action or proceeding of any kind. You and CohesiveIQ each waive any right to participate in a class action lawsuit or class-wide arbitration, whether as a plaintiff, class representative, or class member, against the other.

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or dispute, that specific claim or dispute (and only that claim or dispute) must be brought in court and severed from any arbitration, while the remainder of this arbitration agreement, including the class action waiver as applied to all other claims, shall remain in full force and effect.

SECTION 13 - Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. You agree that any action or proceeding arising out of or relating to these Terms or use of the Site shall be brought exclusively in the state courts located in Broward County, Florida, or the federal courts located in the Southern District of Florida, and you consent to the personal jurisdiction and venue of such courts.

SECTION 14 - Termination

CohesiveIQ may suspend or terminate your access to the Site at any time, with or without cause or notice, including for conduct that violates these Terms. Sections of these Terms that by their nature should survive termination, including intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and the class action waiver, shall survive.

SECTION 15 - Changes to These Terms

CohesiveIQ may revise these Terms from time to time. The updated version will be indicated by an updated effective date at the top of this page. Material changes may be communicated through the Site or by other reasonable means. Continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

SECTION 16 - Contact

Questions about these Terms may be directed to CohesiveIQ through the contact information provided on the Site.

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