Terms of Service and Content Responsibility

1. Who these terms are for

These Terms of Service ("Terms") are an agreement between EMS Matrix, LLC, an Ohio limited liability company ("EMS Matrix", "we", "us"), and the emergency medical services agency, fire department, or other organization that signs up for the service (the "Agency", "you"). They cover the EMS Matrix administrator portal, the EMS Matrix mobile application, and every related service (together, the "Service"). An Administrator accepts these Terms for the Agency in the portal; by doing so, or by signing an order form or beta agreement that incorporates them, you agree to them on the Agency's behalf. If you do not have authority to bind your Agency, do not accept them.

If your Agency signs an order form, subscription agreement or beta agreement with us, that document controls where it conflicts with these Terms.

2. What the Service is — and what it is not

EMS Matrix is a software tool for EMS agencies and fire departments. It provides scheduling, timekeeping, timesheet and payroll-export, credential and training tracking, fleet, forms, messaging and document tools that your Agency configures; it displays the clinical protocols, medication formulary and other content your Agency provides; and it includes reference tools, calculators and a hospital directory provided by EMS Matrix.

The Service is not, and must not be used as:

• a patient care report, electronic health record or other system for patient information;
• a dispatch, alerting or emergency communications system (a dispatch-center login, where offered, shows a read-only on-duty roster only);
• a controlled-substance log or other system of record for controlled substances;
• a payroll service. EMS Matrix records time worked and produces export files; it does not calculate pay, taxes or withholding or issue payments.

EMS Matrix does not provide medical, legal, regulatory, payroll or tax advice and is not a medical director, pharmacy or health care provider.

3. Content in the Service and who is responsible for it

The Service contains three kinds of content, and responsibility differs for each.

Agency Content. Before publishing a protocol set or saving formulary concentrations, the Agency must confirm that its medical director (or the director's designee) has reviewed and approved the content and that it matches the Agency's current, officially adopted protocols and the medications it stocks. The Service records each confirmation (who, when, the network address it came from, and the statement agreed to). The Agency must promptly correct or withdraw Agency Content it learns is inaccurate, out of date or unsafe.

EMS Matrix Content. Reference tools reproduce published instruments and formulas for convenience; they are not protocols, and the Agency's medical director decides whether each is turned on and how members may use it. The shared hospital directory is compiled from public and other sources and may be incomplete or out of date; the Agency should verify the hospital information its members rely on and may suggest corrections in the portal. If the Agency or a member reports a suspected error in EMS Matrix Content, EMS Matrix will investigate and correct confirmed errors within a reasonable time.

Approval of inputs is not approval of the software. The Agency's approval of its own content confirms that content. It is not a representation that EMS Matrix's software displays or calculates from that content correctly.

When something does not match. If displayed content or a calculated value appears to conflict with the Agency's current, officially adopted protocols, members should follow the officially adopted protocols and appropriate medical control, and the Agency should report the discrepancy to EMS Matrix. Displayed text can itself be outdated or incorrectly imported, so it is not automatically controlling.

Setup assistance and support. Help EMS Matrix gives in setting up the Agency's account is given at the Agency's direction; anything entered that way is imported or assisted content and must be reviewed and approved by the Agency. Support communications, including comments from EMS Matrix personnel who hold clinical credentials, are technical support only, not clinical review or medical direction.

4. Medical direction

Subject to applicable law and each provider's scope of practice, the Agency's medical director retains authority over the Agency's clinical protocols, scope-of-practice decisions and medication formulary. The Service does not change that authority. Features that display provider levels, scope notes or dosing present the Agency's own decisions to its own members.

5. Import

• What happens. When an administrator or member uploads a Word, PDF or spreadsheet file or a photo for import, the Service stores the uploaded file and any draft results it produces as draft records in the Agency's account. Drafts are not published to members or used in operations until a person with the right role reviews and approves them.
• Clinical content. Imported protocol and formulary content must be reviewed and approved by the Agency's medical director or designee before publication.
• Accuracy. Automated import can misread text, tables, numbers and symbols. EMS Matrix is not responsible for differences between a source file and an imported draft that the Agency approved without correcting.
• Retention. Uploaded source files and draft records are kept with the Agency's other data until deleted under Section 11.

6. Timekeeping, timesheets and payroll exports

• EMS Matrix records time worked, lets the Agency review and approve timesheets, and produces export files the Agency sends to the payroll provider of its choice. EMS Matrix does not calculate pay, taxes or withholding, does not issue payments and is not the Agency's payroll provider.
• The Agency chooses its own time-clock rules, including rounding, early clock-in limits, pay codes, and whether members must be on agency Wi-Fi or at a station to clock in, and is responsible for making sure those rules and every timesheet and export it approves comply with wage-and-hour law and any collective bargaining agreement.
• Location and network checks are aids, not guarantees. They depend on the network address the Agency's internet provider assigns and on device location services, and can be affected by provider changes, VPNs and cellular data. A punch made without a signal is saved with the time reported by the member's device, which can be inaccurate or changed, and may be marked for supervisor review.
• The Agency must review timesheets and export files before sending them to its payroll provider. Credential expiration alerts are reminders based on the dates entered; the Agency remains responsible for verifying its members' certifications and licenses.

7. Accounts, access and acceptable use

• The Agency decides who is invited, which members are administrators, and how many seats it licenses. It is responsible for activity under its accounts, for its members' compliance with these Terms and the EMS Matrix Member Terms of Use, and for removing access when a member leaves.
• Members must keep their sign-in details private and tell us promptly if they believe an account has been compromised. The Agency is responsible for the security of the devices its members use.
• You may not use the Service to store content you do not have the right to use, to access another agency's data, to probe, scan or interfere with the Service, to reverse engineer it, to misrepresent your location or network to the time clock, or for any unlawful purpose.
• Certification card images members upload are visible to the Agency's authorized administrators so the Agency can verify credentials.
• Members under 18. Members aged 13 to 17 may use the Service only after the Agency obtains consent from the member's parent or guardian; the Agency is responsible for obtaining and keeping that consent. No one under 13 may use the Service.

8. Patient information

The Service is intended for workforce and operations records, not patient care. The Agency and its members must not enter patient names, dates of birth, addresses, medical record, run or incident numbers, photos of patients or patient paperwork, or other patient identifiers in any field, message, form, note or attachment. The Agency is responsible for its policy on what members may write and for training them on it. This prohibition does not by itself determine whether any law, including HIPAA, applies to information that is entered anyway.

If patient information is entered by mistake:

• the Agency or member should report it promptly to support@emsmatrix.com, describing where it is without repeating it;
• EMS Matrix will restrict access to it where technically possible, investigate, and tell the Agency what it found;
• the Agency decides, with its own advisors, whether any notification or other legal duty applies to it;
• EMS Matrix will remove the information, or preserve it where the law or a legal hold requires, as the Agency directs and the law allows. Individual messages and attachments cannot be deleted in the app; to remove one, contact EMS Matrix support. Administrators can delete an entire group conversation.

EMS Matrix does not sign business associate agreements for the current Service.

9. Data ownership and use

The Agency owns its Agency Content and its member data. You grant EMS Matrix a limited license to host, copy, process, display and transmit that content and data to provide, maintain, secure, support and improve the Service for you. Our handling of personal information is described in the EMS Matrix Privacy Policy. We may use de-identified, aggregated usage information that does not identify the Agency or any person to operate and improve the Service. We do not sell Agency Content or member data.

10. AI tools used in software development and support

Separately from the import features in Section 5, EMS Matrix uses AI-assisted coding tools (from Anthropic and OpenAI) to write, test and fix the Service's software. We use test data where practical. When diagnosing a problem requires real data, these tools may see limited agency account data. They have read-only access. We do not store patient health information in EMS Matrix.

11. Retention, export and deletion

• During the subscription. We keep Agency data while the Agency's subscription is active. The Agency is responsible for identifying the records it must keep by law (for example time and payroll records, personnel and training records, and public records) and for exporting and keeping its own copies for the required period. The Service is not the Agency's records-retention or archival system.
• Administrators can download a records export from the portal while the subscription is active. The self-service export is a ZIP of CSV data files. It does not include uploaded files or private messages. A full export with files is available on request from EMS Matrix.
• Suspension. While access is suspended, the Agency may request an export and EMS Matrix will provide it.
• No deletion without the Agency's decision to end service. EMS Matrix does not delete Agency data because an account is suspended, an invoice is unpaid, or the account is inactive. Deletion under this Section begins only after the subscription has ended and EMS Matrix has confirmed in writing with the Agency's primary administrator that the Agency intends to end service. Deletion is never automatic; it is performed manually by EMS Matrix staff.
• After the subscription ends. Members' operational access ends on the termination or expiration date. Once EMS Matrix has confirmed in writing that the Agency intends to end service, as described above, the Agency's primary administrator may request a final export for thirty (30) days, and EMS Matrix will provide it.
• Deletion. After that thirty-day period, EMS Matrix will delete the Agency's data from active systems within 30 days. Copies in backups expire and are deleted within 7 days after that, so all copies are gone within 37 days after the export period ends, unless retention is required by law, a subpoena or court order, or a legal hold. EMS Matrix has no obligation to keep or return Agency data after that thirty-day period. Deletion is never automatic and is performed manually by EMS Matrix staff.
• When a member deletes an account. Deleting a member's account removes the member's login, contact details, address and emergency contacts, notification settings and certification card images. The member's name and the Agency's records about the member (timesheets, punches, training records, acknowledgments, messages, form submissions and audit history) remain with the Agency as its records.

12. Security and incident notice

We use administrative, technical and physical safeguards designed to protect the Service and Agency data, including encryption in transit, database-level separation between agencies, role-based access, two-step sign-in for EMS Matrix staff (and for agency administrators where the Agency requires it), logged and time-limited staff support access (view-only unless the Agency turns on support changes for a session, or in an emergency needed to restore or protect the Service; every support session and change is logged), hashed storage of passwords and recovery codes, audit logging, and error and uptime monitoring. No system is perfectly secure, and EMS Matrix does not hold any security certification.

If EMS Matrix confirms, or reasonably believes, that Agency data has been accessed or disclosed without authorization, it will notify the Agency without undue delay and no later than 72 hours after EMS Matrix becomes aware of it, share the information reasonably available to it, and cooperate with the Agency's response. Each party remains responsible for any notices or other duties the law places on it. The Agency is responsible for safeguarding its own accounts and devices.

13. Subprocessors

We use third-party service providers to operate the Service. The current list, including what each does and where it processes data where known, is published at emsmatrix.com/subprocessors. We will post changes there before a new subprocessor begins processing Agency data.

14. Availability, third-party services and emergency use

We work to keep the Service available and to make published protocols readable offline on the mobile app, but we do not guarantee uninterrupted or error-free operation. The Service depends on third-party services, including cloud hosting, mobile operating systems, app stores, email and push-notification delivery, and the Agency's and members' own internet, cellular and Wi-Fi providers; notifications and messages may be delayed or not delivered. The Agency must keep an alternate way to access its protocols (for example printed copies) and to record time worked, and must not use the Service's messages or notifications to dispatch or alert responders or to send time-critical patient-care information. We may change or discontinue features with reasonable notice.

15. Beta and free use

Features or accounts we label beta, pilot, trial or demo, and any use of the Service without paid fees, are provided for evaluation, may change or end, and come with no service-level commitment except as a signed beta agreement states. The demo agency resets automatically; do not enter real information into it. Beta access is provided free of charge. When a beta Agency becomes a paid subscriber, its data carries over unchanged.

16. Feedback

If you send us suggestions or feedback, we may use them without obligation to you.

17. Confidentiality

Each party will keep confidential the other's non-public information received under these Terms (for EMS Matrix, the Agency's data; for the Agency, non-public information about the Service, including its security, pricing and unreleased features), use it only to perform under these Terms, and protect it with reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or received from a third party without restriction, or to disclosures required by law, subpoena or court order, including public-records law. Where lawful, the party required to disclose will give the other prompt notice.

18. EMS Matrix's intellectual property

EMS Matrix and its licensors own the Service and EMS Matrix Content, including all improvements and related intellectual property rights. Subject to these Terms and payment of any applicable fees, EMS Matrix grants the Agency a limited, non-exclusive, non-transferable right during the term to use the Service, and to let its members use it, for the Agency's internal operations. Names of published clinical scales and other third-party works that appear in the Service belong to their owners and are used only to identify those works.

19. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, EMS MATRIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL SATISFY ANY LEGAL OR RECORDKEEPING REQUIREMENT THAT APPLIES TO THE AGENCY.

20. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR GOODWILL, ARISING FROM THE SERVICE OR THESE TERMS; AND (B) EMS MATRIX'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES THE AGENCY PAID TO EMS MATRIX FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100) IF NO FEES WERE PAID. THESE LIMITS DO NOT APPLY TO THE AGENCY'S PAYMENT OBLIGATIONS, TO A PARTY'S INDEMNITY OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

21. Indemnification

To the extent permitted by the law that governs the Agency, the Agency will defend and indemnify EMS Matrix and its members, managers, employees and contractors against third-party claims, and resulting losses, damages, fines, costs and reasonable attorneys' fees, to the extent arising from (a) Agency Content, including imported content the Agency approved; (b) clinical care provided or withheld by the Agency or its members; (c) the Agency's time-clock rules, timesheet approvals, payroll processing or personnel decisions; (d) patient information or controlled-substance records entered into the Service in violation of these Terms; or (e) the Agency's or its members' use of the Service in violation of these Terms or applicable law. This does not cover claims to the extent caused by an error in EMS Matrix Content or EMS Matrix's own breach of these Terms. If the Agency is a public body that may not lawfully indemnify, each party remains responsible for its own acts and omissions to the extent provided by law.

22. Fees and seats

Fees, seat counts, billing and payment terms are set out in the Agency's order form. Unless the order form says otherwise: fees are invoiced annually in advance and paid by check within thirty (30) days of invoice; a seat is used by each active member and each open (pending) invitation, and an invitation keeps its seat until it is accepted or revoked because invitations do not expire on their own; seats added during a license year are charged by calendar quarter; seat reductions take effect at the next renewal; fees are non-refundable except as stated in these Terms or the order form or required by law; fees do not include taxes, and tax-exempt agencies must provide an exemption certificate; and we may change prices for a renewal year on at least sixty (60) days' written notice.

23. Term, renewal, suspension and termination

• Term and renewal. The subscription term and renewal are set out in the order form. Either party may choose not to renew by written notice given within the time the order form states.
• Suspension for non-payment. If an invoice remains unpaid fifteen (15) days after written notice, EMS Matrix may suspend access until it is paid. Agency data is not deleted during a suspension, non-payment alone never leads to deletion of Agency data, and Section 11 applies to exports and deletion.
• Immediate suspension. EMS Matrix may suspend access to an account or feature immediately where needed to address a security incident, suspected misuse, patient information in the Service, or a legal requirement, and will tell the Agency the reason and restore access when the issue is resolved.
• Termination for breach. Either party may terminate if the other materially breaches these Terms and does not cure the breach within thirty (30) days after written notice.
• Termination for convenience. Either party may end this agreement on thirty (30) days' written notice. If the Agency does so during a paid term, prepaid fees are not refunded. If EMS Matrix does so during a paid term, it will refund the prepaid fees for the unused part of that term.
• Effect. On termination or expiration, members' operational access ends and Section 11 governs export and deletion. Sections 3, 6, 8, 9, 11, 16, 17, 18, 19, 20, 21, 22 (unpaid fees), 24 and 25 survive.

24. Disputes and governing law

These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-law rules, except where an Agency that is a public body is required by its own state's law to contract under that law. Before starting a lawsuit, a party must give the other written notice of the dispute, and both will try in good faith to resolve it for thirty (30) days. Any unresolved dispute will be brought in the state or federal courts with jurisdiction over Gallia County, Ohio, except where a public-body Agency's law requires otherwise. To the extent permitted by law, any claim must be brought within one (1) year after it arises, and each party waives trial by jury.

25. General

• Entire agreement. These Terms, any order form or beta agreement, and the Privacy Policy are the entire agreement about the Service. If any part is unenforceable, the rest remains in effect.
• Assignment. The Agency may not assign these Terms without our consent. We may assign them to a successor in a merger, acquisition or sale of substantially all of our assets, with notice to the Agency.
• No third-party beneficiaries. These Terms create rights only for EMS Matrix and the Agency.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including outages of internet, cellular, cloud-hosting or power providers.
• Independent parties; no waiver. Nothing here creates a partnership, employment or agency relationship. Not enforcing a provision is not a waiver of it.
• Electronic records. The parties agree to do business electronically. Acceptances and confirmations made in the Service are electronic signatures and records of the party that made them.
• Notices. Notices to us go to support@emsmatrix.com and 687 Ball Run Rd., Bidwell, OH 45614; notices to the Agency go to the primary administrator email on file.

26. Changes to these terms

We may update these Terms. We will announce material changes in the portal and by email to the Agency's primary administrator at least thirty (30) days before they take effect, and an Administrator must accept the new version in the portal to continue. For a paid term already under way, a material change that reduces the Agency's rights applies at the next renewal unless the Agency agrees sooner.

27. Contact

EMS Matrix, LLC, 687 Ball Run Rd., Bidwell, OH 45614, support@emsmatrix.com.