These Terms of Service (the “Terms”) govern access to and use of the websites, applications, APIs, portals, documentation, data processing tools, integration services, monitoring services, support services, and related services provided by Travora Data LLC (“Travora,” “we,” “us,” or “our”).

These Terms apply to any customer, organization, EHR or EMR platform, home care technology platform, healthcare provider organization, provider agency, contractor, developer, administrator, or other person or entity that accesses or uses the Services (“Customer,” “you,” or “your”).

By accessing or using the Services, creating an account, signing an order form, statement of work, subscription agreement, invoice, proposal, or other written agreement that references these Terms, or otherwise accepting these Terms, you agree to be bound by these Terms.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Travora provides electronic visit verification (“EVV”) data aggregation, integration, validation, routing, monitoring, and related technology services.

The Services may include:

The specific Services purchased by Customer will be described in a separate order form, statement of work, subscription agreement, proposal, invoice, or other written document accepted by Travora (“Service Order”). Pricing, subscription terms, implementation fees, transaction fees, supported states, scope, and other commercial terms will be set forth in the applicable Service Order.

If there is a conflict between these Terms and a Service Order, the Service Order will control only for the conflicting business terms, such as fees, subscription term, supported states, scope, support obligations, or service levels.

Travora is a technology platform. Travora does not provide medical advice, legal advice, billing advice, coding advice, claims advice, clinical services, patient care, or professional compliance advice.

Customer is solely responsible for:

Travora may provide tools, validation rules, mapping logic, documentation, reports, support, or recommendations to assist Customer, but Customer remains solely responsible for its own compliance decisions, operational processes, data accuracy, and use of the Services.

Customer represents and warrants that:

Customer is responsible for maintaining the confidentiality of all usernames, passwords, API keys, tokens, certificates, credentials, and other access mechanisms used to access the Services.

Customer agrees to:

Travora may suspend or disable access to the Services if Travora reasonably believes that Customer’s account, credentials, systems, or use of the Services may create a security risk, legal risk, operational risk, or risk to Travora, another customer, a payer, a state system, or an EVV aggregator.

“Customer Data” means data, files, records, credentials, visit information, caregiver information, patient or member information, provider information, schedules, service codes, payer information, EVV records, exception data, status data, reports, logs, and other information submitted to, transmitted through, generated by, or made available to Travora by or on behalf of Customer.

Customer retains all ownership rights in Customer Data.

Customer grants Travora a limited, non-exclusive, worldwide, royalty-free license to access, use, reproduce, host, process, transform, validate, map, transmit, route, submit, disclose, display, and create derivative works from Customer Data solely as necessary to:

Customer represents and warrants that Customer has obtained all rights, consents, permissions, authorizations, notices, and agreements required for Travora to process Customer Data as contemplated by these Terms

Customer is solely responsible for the accuracy, completeness, timeliness, format, quality, authorization, and legality of Customer Data.

Travora submits, routes, transforms, validates, and transmits EVV data based on the Customer Data received from or on behalf of Customer. Travora is not responsible for independently verifying the underlying truth, accuracy, completeness, timeliness, authorization, or compliance of Customer Data. Customer remains solely responsible for all data submitted through the Services, including any data ultimately transmitted to state EVV systems, payer systems, managed care organizations, Medicaid programs, or EVV aggregators.

Travora may validate, transform, normalize, map, or route Customer Data based on supported specifications, but Travora does not guarantee that any record, visit, claim, encounter, submission, or transaction will be accepted, approved, paid, reimbursed, or treated as compliant by any payer, state agency, managed care organization, Medicaid program, EVV aggregator, or third-party system.

Customer is responsible for reviewing submission results, rejection notices, errors, warnings, statuses, exception reports, and other outputs made available through the Services. Customer is also responsible for correcting and resubmitting data when required.

The Services may interact with third-party systems, including state EVV systems, payer systems, managed care organization systems, data aggregators, EHRs, EMRs, billing systems, clearinghouses, cloud providers, communication vendors, and other technology services (“Third-Party Systems”).

Travora does not control Third-Party Systems and is not responsible for:

Travora may make commercially reasonable efforts to support integrations with Third-Party Systems, but Travora may modify, suspend, or discontinue support for any Third-Party System if continued support becomes impractical, unavailable, insecure, unlawful, or commercially unreasonable.

Travora may provide implementation support, technical support, documentation, data mapping, testing assistance, and monitoring as described in the applicable Service Order.

Customer agrees to provide timely cooperation, including access to required systems, documentation, specifications, test data, credentials, payer or aggregator information, technical contacts, and business rules reasonably required for Travora to provide the Services.

Travora may update, modify, enhance, or change the Services from time to time, including mappings, validation rules, APIs, dashboards, documentation, infrastructure, workflows, and supported features. Travora will use commercially reasonable efforts to avoid materially reducing the core functionality of paid Services during an active subscription term.

Customer will pay all fees set forth in the applicable Service Order, invoice, or other written agreement with Travora. Pricing is based on the applicable Service Order executed separately by the parties.

Unless otherwise stated in an Service Order:

If Customer disputes an invoice in good faith, Customer must notify Travora in writing before the payment due date and pay all undisputed amounts when due.

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure. Confidential Information includes business, technical, financial, operational, pricing, security, product, integration, software, API, customer, payer, provider, and data-related information.

The receiving party will:

Confidential Information does not include information that is publicly available through no fault of the receiving party, already known without restriction, independently developed without use of Confidential Information, or rightfully received from a third party without a duty of confidentiality.

Customer is responsible for determining whether its use of the Services involves Protected Health Information (“PHI”) and whether Travora is acting as a Business Associate under the Health Insurance Portability and Accountability Act of 1996, the HITECH Act, and their implementing regulations (“HIPAA”).

If Customer determines that a Business Associate Agreement (“BAA”) is required for Customer’s use of the Services, Customer may request a separate BAA from Travora. A separate BAA is available upon request when required by applicable law or otherwise agreed by the parties in writing.

Nothing in these Terms requires a BAA for Services that do not involve PHI or where Travora is not acting as a Business Associate under HIPAA.

Customer will not submit PHI to Travora unless Customer is permitted to do so under HIPAA and all other applicable laws, contracts, notices, authorizations, and agreements.

Regardless of whether a separate BAA is in place, Travora will use commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data processed through the Services against unauthorized access, use, alteration, or disclosure.

Travora will use commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure.

Customer acknowledges that no system, network, software, infrastructure, API, or data transmission method is completely secure or error-free. Customer is responsible for securing its own systems, users, credentials, devices, networks, applications, and data before and after transmission to Travora.

Regardless of whether a separate BAA is in place, Travora will use commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data processed through the Services against unauthorized access, use, alteration, or disclosure.

Travora may create, use, retain, analyze, and disclose data that has been de-identified or aggregated in a manner that does not identify Customer, Customer’s customers, or any individual, and does not constitute PHI under HIPAA (“Aggregated Data”).

Travora may use Aggregated Data for lawful business purposes, including analytics, benchmarking, product improvement, operational monitoring, machine learning, reporting, research, marketing, and development of new features, provided that Travora does not disclose Customer’s Confidential Information or identify Customer without permission.

Travora and its licensors own all rights, title, and interest in and to the Services, including all software, APIs, workflows, documentation, dashboards, designs, technology, algorithms, validation logic, mapping logic, transformation logic, connectors, infrastructure, templates, reports, processes, know-how, trade secrets, trademarks, and other intellectual property.

Except for the limited rights expressly granted in these Terms, no rights are granted to Customer in the Services.

Customer may use the Services only for its internal business purposes and to support its own authorized operations as permitted by the applicable Service Order.

Customer may not copy, modify, reverse engineer, decompile, disassemble, resell, sublicense, rent, lease, white-label, embed, make available to downstream customers as a standalone or separately branded service, provide service bureau access to, or otherwise exploit the Services except as expressly permitted in writing by Travora.

Customer grants Travora a perpetual, irrevocable, worldwide, royalty-free right to use any feedback, suggestions, ideas, improvements, or recommendations provided by Customer regarding the Services, without restriction or obligation to Customer.

Customer will not, and will not permit any user or third party to:

Customer grants Travora the right to identify Customer as a Travora customer and to use Customer’s name, logo, and trademarks in Travora’s customer lists, websites, sales materials, investor materials, and marketing materials.

Travora may not issue a press release, publish a case study, or make detailed public statements about Customer’s use of the Services without Customer’s prior written consent.

Customer may revoke Travora’s right to use Customer’s name, logo, or trademarks by providing written notice to Travora, after which Travora will use commercially reasonable efforts to remove such usage from future materials.

These Terms begin when Customer first accepts them or begins using the Services and continue until terminated.

The term of any paid subscription or implementation will be set forth in the applicable Service Order.

Either party may terminate these Terms or an Service Order if the other party materially breaches these Terms or the applicable Service Order and fails to cure the breach within thirty (30) days after receiving written notice.

Travora may suspend or terminate access immediately if Customer’s use of the Services creates a security risk, violates law, threatens Third-Party Systems, misuses PHI or other regulated data, infringes intellectual property rights, or materially harms Travora or its customers.

Upon termination:

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRAVORA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND ERROR-FREE OPERATION.

TRAVORA DOES NOT WARRANT THAT:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRAVORA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, CLAIM DENIALS, PAYMENT DELAYS, OR BUSINESS INTERRUPTION, EVEN IF TRAVORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRAVORA’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO TRAVORA FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY

The limitations in this Section will apply regardless of the theory of liability, whether contract, tort, negligence, strict liability, statute, or otherwise.

Customer will defend, indemnify, and hold harmless Travora and its officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

Travora will promptly notify Customer of any indemnifiable claim, allow Customer to control the defense and settlement of the claim, and reasonably cooperate with Customer at Customer’s expense. Customer may not settle any claim in a manner that imposes liability, admission of wrongdoing, or non-monetary obligations on Travora without Travora’s written consent.

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.

Before initiating arbitration or filing a claim, the parties will attempt in good faith to resolve any dispute through executive-level discussions. Either party may initiate this process by written notice describing the dispute. If the parties do not resolve the dispute within thirty (30) days after the notice, either party may pursue the dispute resolution process described below.

Except for claims seeking injunctive or equitable relief, claims relating to unauthorized use of the Services, or claims that may be brought in small claims court, any dispute, claim, or controversy arising out of or relating to these Terms, any Service Order, or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will take place in Florida, unless the parties agree to a remote proceeding or another location. The arbitration will be conducted by a single arbitrator. The arbitrator will have authority to award the same damages and relief that a court could award, subject to the limitations and exclusions in these Terms.

Each party will bear its own attorneys’ fees and costs unless the arbitrator determines otherwise under applicable law. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Any lawsuit or court proceeding permitted under this Section will be brought exclusively in the state or federal courts located in Florida, and each party consents to personal jurisdiction and venue in those courts.

Travora may provide notices to Customer by email, through the Services, through an account portal, or by posting to the website.

Customer may provide legal notices to Travora at:

Travora Data LLC
Email: contact@travoradata.com

Notices are effective when delivered, except that email notices are effective when sent unless the sender receives an automated failure notice.

Travora may update these Terms from time to time. If Travora makes material changes, Travora will provide notice by posting the updated Terms, emailing Customer, or providing notice through the Services.

Updated Terms will become effective on the date stated in the updated version. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms.

For active paid subscriptions, material changes that substantially reduce Customer’s rights or increase Customer’s obligations will not apply until the next renewal term unless required by law or necessary for security, compliance, or operation of the Services.

Customer may not assign or transfer these Terms, any Service Order, or any rights or obligations under them without Travora’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee agrees in writing to be bound by these Terms.

Travora may assign these Terms or any Service Order in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or to an affiliate.

These Terms, together with any applicable Service Order, separate BAA if entered into by the parties, privacy policy, data processing terms, and incorporated documents, constitute the entire agreement between the parties regarding the Services.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Neither party’s failure to enforce any provision will be deemed a waiver.

There are no third-party beneficiaries to these Terms unless expressly stated.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary relationship, or employment relationship.

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or cloud provider failures, cyberattacks, government action, payer or state system outages, war, terrorism, or other force majeure events.