Terms of Service

1. Acceptance of Terms

By accessing or using the Legent Health physician referral portal (the “Platform”), you agree to be bound by these Terms of Service (the “Terms”). If you do not agree to all of these Terms, you must not access or use the Platform. These Terms constitute a legally binding agreement between you and Legent Health, LLC (“Legent Health,” “we,” “us,” or “our”).

Your continued use of the Platform following the posting of any changes to these Terms constitutes acceptance of those changes. We recommend that you review these Terms periodically to stay informed of any updates.

2. Description of Services

Legent Health operates a physician referral portal designed for use by licensed healthcare providers, medical office staff, and authorized healthcare professionals. The Platform facilitates the following services:

• Browsing and searching a directory of physicians and specialists within the Legent Health network
• Submitting patient referrals to network physicians on behalf of patients
• Managing and tracking the status of submitted referrals
• Accessing physician profiles, specialty information, and practice location data
• Submitting and managing insurance claims related to referred patients
• Generating liaison visit reports and weekly activity summaries

The Platform is intended solely for professional use by authorized healthcare providers and their designated staff. It is not intended for use by patients or the general public for the purpose of obtaining personal medical advice or direct medical services.

3. User Accounts and Responsibilities

To access certain features of the Platform, you must register for an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials, including your password and any authentication tokens
• All activities that occur under your account, whether or not authorized by you
• Notifying Legent Health immediately of any unauthorized use of your account or any other breach of security
• Ensuring that all information you provide through the Platform is accurate, complete, and up to date
• Complying with all applicable federal, state, and local laws and regulations in connection with your use of the Platform

Legent Health reserves the right to suspend or terminate your account at any time if we reasonably believe that you have violated these Terms or any applicable law.

4. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform
• Attempt to gain unauthorized access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform
• Use any automated system, including bots, scrapers, or crawlers, to access the Platform for any purpose without our prior written consent
• Transmit any material that contains viruses, trojan horses, worms, or any other malicious or harmful code
• Submit false, misleading, or fraudulent referral information or insurance claims through the Platform
• Use the Platform to engage in any activity that constitutes healthcare fraud, abuse, or any violation of the federal Anti-Kickback Statute, the Stark Law, or any similar state or federal regulation
• Share, distribute, or disclose any protected health information (PHI) accessed through the Platform except as authorized under applicable law and these Terms

5. Intellectual Property

All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, icons, images, software, and the compilation thereof, are the exclusive property of Legent Health or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose as a physician referral tool. This license does not include the right to modify, reproduce, distribute, create derivative works from, publicly display, or commercially exploit any content or materials available through the Platform without the prior written consent of Legent Health.

6. HIPAA Compliance Obligations

The Platform may involve the transmission and processing of protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, including the HITECH Act. By using the Platform, you acknowledge and agree to the following:

• You are responsible for ensuring that your use of the Platform complies with all applicable provisions of HIPAA, including the Privacy Rule, the Security Rule, and the Breach Notification Rule
• You will only submit PHI through the Platform when such transmission is permitted under HIPAA for treatment, payment, or healthcare operations purposes, or when you have obtained appropriate patient authorization
• You will implement and maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of any PHI you access or transmit through the Platform
• You will promptly notify Legent Health of any known or suspected breach of unsecured PHI that involves data transmitted through or stored on the Platform
• Where required, you agree to enter into a Business Associate Agreement (BAA) with Legent Health prior to transmitting PHI through the Platform

Legent Health maintains commercially reasonable security measures to protect data transmitted through the Platform. However, you acknowledge that no method of electronic transmission or storage is completely secure, and Legent Health cannot guarantee the absolute security of PHI.

7. Disclaimers and Limitations of Liability

The Platform is provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Legent Health does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components. Legent Health does not endorse, guarantee, or assume responsibility for the qualifications, competence, or performance of any physician or healthcare provider listed on the Platform.

Referral information provided through the Platform is for informational purposes only and does not constitute medical advice, a diagnosis, or a recommendation for treatment. All clinical decisions remain the sole responsibility of the referring and receiving healthcare providers.

To the maximum extent permitted by applicable law, in no event shall Legent Health, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with your use of or inability to use the Platform, regardless of the theory of liability. Our total aggregate liability for all claims arising from or related to your use of the Platform shall not exceed the greater of one hundred dollars ($100.00) or the total fees paid by you to Legent Health in the twelve (12) months preceding the claim.

8. Indemnification

You agree to indemnify, defend, and hold harmless Legent Health and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation, including but not limited to HIPAA; (d) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (e) any claim that information you submitted through the Platform caused damage to a third party. This indemnification obligation shall survive the termination of these Terms and your use of the Platform.

9. Termination

Legent Health may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason, including but not limited to a breach of these Terms. Upon termination, your right to use the Platform will immediately cease.

You may terminate your account at any time by contacting us at the email address provided below. Upon termination by either party, we may retain data as required by applicable law, including records necessary for HIPAA compliance, for the applicable retention period. All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or relating to these Terms or your use of the Platform shall be brought exclusively in the state or federal courts located in Harris County, Texas, and you hereby consent to the personal jurisdiction and venue of such courts.

11. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

The arbitration shall take place in Houston, Texas, and the arbitrator's decision shall be final and binding. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

12. Modifications to Terms

Legent Health reserves the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least thirty (30) days' notice prior to the new terms taking effect by posting the updated Terms on the Platform and updating the “Effective Date” at the top of this page.

It is your responsibility to review these Terms periodically for changes. Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of those changes. If you do not agree to the modified Terms, you must discontinue your use of the Platform.

13. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

14. Entire Agreement

These Terms, together with our Privacy Policy and any Business Associate Agreement entered into between the parties, constitute the entire agreement between you and Legent Health regarding your use of the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

15. Contact Information

If you have any questions about these Terms of Service, please contact us at: