Fusion Application Terms and Conditions

Effective Date: January 12, 2024
Last Updated: January 12, 2024

These Fusion Application Terms and Conditions (“Fusion Terms”) govern access to and use of the Fusion application and its associated websites, mobile interfaces, dashboards, APIs, integrations, notifications, documentation, and services, collectively referred to as “Fusion.”

Fusion is provided by Millennium Digital Technologies, LLC (aka MDTech), referred to in these Fusion Terms as “MDTech,” “Company,” “we,” “us,” or “our.”

By clicking an “I Agree,” “Accept,” or similar control, or by accessing or using Fusion after being presented with these Fusion Terms, you agree to comply with them. If you do not agree, you must not access or use Fusion.

1. Scope and Relationship to Customer Agreements

Fusion is made available to companies,facilities, service providers, and other entities that have been authorized by MDTech to use Fusion. Each such entity is referred to as a “Customer Organization.”

An individual who receives permission to access Fusion through a Customer Organization is referred to as an “Authorized User.”

A Customer Organization’s access to Fusion may also be governed by one or more Sales Orders, service agreements, business associate agreements, data-processing agreements, or other written agreements with MDTech. Those documents, together with the MDTech Master Services Agreement, are referred to collectively as the “Customer Agreement.”

These Fusion Terms supplement the Customer Agreement. They do not replace it, modify it, or provide an Authorized User with rights that are broader than the rights granted to the Customer Organization.

If these Fusion Terms conflict with a signed Customer Agreement, the signed Customer Agreement controls. With respect to Protected Health Information, an applicable Business Associate Agreement controls to the extent of any conflict.

The Fusion SMS Terms and Conditions govern SMS and text-message communications associated with Fusion. If the Fusion SMS Terms conflict with these Fusion Terms, the Fusion SMS Terms control only with respect to the SMS messaging program.

2. Eligibility and Authorization

You may use Fusion only if:

1. You are at least 18 years old or have reached the age of majority where you reside.
2. You are an employee, contractor, representative, or other user authorized by a Customer Organization.
3. Your access has been properly created or approved by MDTech or an authorized administrator of the Customer Organization.
4. You use Fusion only for the legitimate internal business purposes authorized by the Customer Organization.
5. Your use complies with the Customer Agreement, these Fusion Terms, applicable laws, professional obligations, and the Customer Organization’s policies.

Your access is personal to you. You may not transfer your account or allow another person to use your credentials.

If your authority to act for or access information belonging to a Customer Organization ends, you must immediately stop using Fusion and notify the appropriate administrator if your access has not already been disabled.

3. Accounts and Account Security

Certain Fusion features require an individual user account. You agree to provide accurate, current, and complete account information and to keep that information updated.

You are responsible for protecting your account, credentials, authentication methods, and devices. You agree to:

1. Use a unique account assigned specifically to you.
2. Maintain the confidentiality of your username, password, authentication codes, and recovery information.
3. Use multifactor authentication where required or available.
4. Avoid storing credentials in an insecure manner.
5. Secure devices used to access Fusion against unauthorized access.
6. Sign out or otherwise secure your session when a device is unattended.
7. Promptly notify MDTech and your Customer Organization if you know or suspect that your account or credentials have been compromised.

You may not share credentials, use another person’s account, or permit simultaneous use of one account by multiple people.

You are responsible for activity conducted through your credentials to the extent that the activity results from your failure to comply with these security requirements.

4. Customer Organization Administration

A Customer Organization may designate one or more administrators to manage Fusion on its behalf. Depending on their permissions, administrators may be able to:

1. Create, modify, suspend, or deactivate Authorized User accounts.
2. Assign roles and permissions.
3. Configure companies, locations, devices, workflows, and alert subscriptions.
4. View account activity and audit information.
5. Access, manage, export, or delete information associated with the Customer Organization.
6. Configure integrations and communication settings.
7. Restrict or terminate an Authorized User’s access.

Your use of an organization-managed Fusion account is subject to the Customer Organization’s administration and policies. You should direct questions about your access, permissions, or the Customer Organization’s use of your information to the appropriate administrator.

5. Limited Right to Use Fusion

Subject to these Fusion Terms and the applicable Customer Agreement, MDTech grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use Fusion during the period in which you remain an Authorized User.

This right is granted solely for the Customer Organization’s authorized internal business purposes.

No ownership interest in Fusion, its software, source code, documentation, designs, workflows, trademarks, data models, or other intellectual property is transferred to you or the Customer Organization except as expressly stated in a signed Customer Agreement.

6. Acceptable Use

You may not use Fusion to:

1. Violate any applicable law, regulation, professional requirement, contractual obligation, privacy right, or intellectual-property right.
2. Access data, accounts, companies, locations, systems, or devices that you are not authorized to access.
3. Obtain or attempt to obtain another user’s credentials or authentication information.
4. Impersonate another person or misrepresent your identity, authority, role, or affiliation.
5. Share accounts or credentials or circumvent user, license, role, or permission restrictions.
6. Reverse engineer, decompile, disassemble, decode, translate, modify, or attempt to derive the source code, architecture, algorithms, or underlying structure of Fusion, except to the limited extent that applicable law expressly prohibits such a restriction.
7. Copy, reproduce, sell, lease, sublicense, distribute, publish, commercially exploit, or create derivative works from Fusion or its documentation except as expressly authorized in writing.
8. Scrape, crawl, index, extract, harvest, or systematically collect information from Fusion through automated means without MDTech’s written authorization.
9. Conduct penetration testing, vulnerability testing, security research, performance testing, or benchmarking without MDTech’s prior written authorization.
10. Introduce malware, ransomware, viruses, malicious code, corrupted data, or any material intended to disrupt or compromise Fusion.
11. Interfere with, overload, damage, disable, or impair Fusion or any related network, server, account, integration, or service.
12. Circumvent security controls, access restrictions, rate limits, monitoring controls, or other protective measures.
13. Use Fusion to harass, threaten, defame, discriminate against, or harm another person.
14. Upload or transmit information that you do not have the authority or legal right to use.
15. Place Protected Health Information, payment-card information, passwords, authentication codes, or other sensitive information into fields that are not specifically designated and approved for that type of information.
16. Configure or initiate calls, SMS messages, emails, or other communications without all notices, permissions, and consents required by applicable law and the Customer Agreement.
17. Use Fusion to develop, benchmark, train, or improve a competing product or service.
18. Use Fusion as an emergency-dispatch, life-safety, or critical alarm system unless MDTech has expressly agreed to that use in a signed agreement.

You may not assist or permit another person to engage in any prohibited activity.

7. Customer Data and User-Submitted Information

“Customer Data” means electronic data, content, records, files, configurations, messages, and other information submitted to, transmitted through, received by, or stored in Fusion by or on behalf of a Customer Organization or its Authorized Users.

As between MDTech and the Customer Organization, ownership of Customer Data is governed by the applicable Customer Agreement.

By submitting or transmitting Customer Data through Fusion, you represent that the Customer Organization has authorized you to do so and that the Customer Organization has all rights, permissions, notices, consents, and other legal authority necessary for MDTech to process the information as required to provide Fusion.

MDTech may host, transmit, display, organize, process, copy, and otherwise use Customer Data only as reasonably necessary to:

1. Provide, maintain, secure, and support Fusion.
2. Perform the Customer Agreement.
3. Complete requested integrations and data exchanges.
4. Prevent fraud, abuse, or security incidents.
5. Comply with applicable law.
6. Perform other activities authorized by the Customer Organization.

The Customer Organization and its Authorized Users are responsible for the accuracy, completeness, legality, quality, and appropriateness of Customer Data.

8. Protected Health Information and HIPAA

Fusion may be used by healthcare organizations and other entities subject to the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, collectively referred to as “HIPAA.”

Where MDTech acts as a Business Associate of a Customer Organization, MDTech’s use and disclosure of Protected Health Information are governed by the applicable Business Associate Agreement.

These Fusion Terms are not a Business Associate Agreement and do not replace or expand any existing Business Associate Agreement.

You agree to:

1. Access Protected Health Information only when authorized and only as necessary to perform your permitted duties.
2. Follow the Customer Organization’s privacy, security, minimum-necessary, access-control, and incident-reporting policies.
3. Use only approved Fusion fields, workflows, and features for Protected Health Information.
4. Avoid including Protected Health Information or similarly sensitive data in ordinary SMS messages, email subject lines, push-notification previews, or other channels unless the specific workflow has been expressly approved by the Customer Organization and MDTech.
5. Promptly report suspected unauthorized access, use, disclosure, loss, or alteration of Protected Health Information through the Customer Organization’s required reporting process.

Nothing in Fusion or these Fusion Terms authorizes you to use or disclose Protected Health Information in a manner that would violate HIPAA, the applicable Business Associate Agreement, or the Customer Organization’s policies.

9. Privacy

MDTech’s collection and use of personal information associated with Fusion are described in the MDTech Privacy Policy.

A Customer Organization may separately collect, control, or process information associated with your use of Fusion. The Customer Organization’s own privacy notices and policies may therefore also apply.

Where MDTech processes information on behalf of a Customer Organization, privacy requests concerning Customer Data may need to be submitted to the Customer Organization rather than directly to MDTech.

10. Fusion Is Not a System of Record

Unless a signed Customer Agreement expressly states otherwise, Fusion is not intended to serve as the Customer Organization’s sole or authoritative system of record.

Information displayed, imported, processed, generated, or transmitted through Fusion may originate from Customer Data, third-party systems, integrated devices, user configurations, or external services. That information may be incomplete, delayed, duplicated, incorrectly configured, or inaccurate.

The Customer Organization is responsible for maintaining appropriate authoritative records, backups, redundant systems, business-continuity processes, and data-retention procedures.

You must independently verify important information through the appropriate authoritative source before relying on it for clinical, billing, coding, operational, security, compliance, or other material decisions.

11. Professional Responsibility

Fusion is an administrative, operational, workflow, monitoring, and information-management tool.

Unless expressly stated in a signed Customer Agreement, Fusion does not provide medical, clinical, legal, billing, coding, accounting, regulatory, or compliance advice.

Fusion does not replace:

1. Professional judgment.
2. Independent review.
3. Applicable standards of care.
4. Clinical or organizational policies.
5. Required documentation.
6. Appropriate billing, coding, or compliance review.
7. Direct communication among responsible personnel.
8. Emergency-response procedures.

Authorized Users and Customer Organizations remain solely responsible for decisions, actions, omissions, diagnoses, treatments, coding, billing, monitoring, escalation, and other professional or operational activities undertaken in reliance on information available through Fusion.

12. Monitoring, Workflow, and Alert Notifications

Fusion may permit a Customer Organization to configure workflows and monitoring alerts relating to companies, locations, accounts, services, integrations, or devices.

The Customer Organization is responsible for:

1. Selecting appropriate monitoring conditions and thresholds.
2. Identifying appropriate alert recipients.
3. Maintaining current recipient information.
4. Configuring escalation and backup procedures.
5. Reviewing alerts and responding appropriately.
6. Testing its configurations.
7. Maintaining independent monitoring or fallback procedures where appropriate.

Alerts and notifications may be delayed, filtered, suppressed, duplicated, incorrectly routed, or not delivered due to configuration errors, unavailable integrations, network failures, carrier conditions, device settings, service-provider failures, maintenance, or other circumstances.

MDTech does not guarantee that every event will generate an alert or that an alert will be delivered, received, reviewed, or acted upon within a particular period.

Fusion Is Not an Emergency or Life-Safety Service

Fusion is not an emergency notification, emergency dispatch, alarm-monitoring, medical-emergency, or life-safety service.

Do not rely on Fusion as the exclusive means of detecting, reporting, escalating, or responding to an emergency, security event, equipment failure, clinical event, or other time-sensitive condition.

In an emergency, contact the appropriate local emergency services and follow the Customer Organization’s established emergency procedures.

13. Third-Party Services and Integrations

Fusion may connect with or receive information from third-party software, electronic health records, practice-management systems, billing systems, APIs, communications providers, networks, devices, and other services.

If you or the Customer Organization enables an integration, you authorize MDTech to exchange Customer Data with that third-party service as reasonably necessary to operate the integration.

Third-party services are governed by their own agreements and privacy practices. MDTech does not control and is not responsible for:

1. The availability, security, performance, or accuracy of a third-party service.
2. Changes made by a third-party provider.
3. A third party’s use or retention of information.
4. Fees charged by a third party.
5. Errors or delays originating from a third-party system.
6. The Customer Organization’s configuration or use of an integration.

MDTech may modify, suspend, or discontinue an integration when the third-party provider changes or discontinues its service or when MDTech reasonably determines that continued use creates a security, legal, technical, or operational risk.

14. Communications and Electronic Notices

MDTech may provide account, administrative, support, security, legal, and service-related notices through Fusion, email, push notifications, or other electronic means.

You are responsible for maintaining current contact information and reviewing notices sent to your account or registered email address.

Your acceptance of these Fusion Terms does not by itself constitute consent to receive recurring Fusion SMS messages.

Enrollment in Fusion SMS requires a separate affirmative opt-in and is governed by the Fusion SMS Terms and Conditions and the MDTech Privacy Policy.

SMS consent must not be combined with acceptance of these general Fusion Terms.

15. Intellectual Property

Fusion, including its software, documentation, designs, user interfaces, graphics, logos, trademarks, workflows, databases, reports, models, code, and other content provided by MDTech, is owned by MDTech or its licensors and is protected by intellectual-property laws.

Except for the limited right to use Fusion granted in these Fusion Terms and the Customer Agreement, no license or right is granted to you by implication, estoppel, or otherwise.

You may not remove, alter, obscure, or bypass copyright, trademark, confidentiality, attribution, or proprietary-rights notices displayed in Fusion.

16. Feedback

You may provide suggestions, comments, ideas, corrections, enhancement requests, or other feedback concerning Fusion.

Unless otherwise agreed in writing, MDTech may use, reproduce, modify, incorporate, commercialize, and otherwise act upon that feedback without restriction, attribution, payment, or obligation to you.

You represent that you have the right to provide the feedback and that its use by MDTech will not violate another person’s rights or your obligations to the Customer Organization.

17. Updates, Maintenance, and Availability

MDTech may update Fusion to add, remove, modify, improve, or replace features; address security or legal requirements; correct errors; or maintain compatibility with third-party systems.

Fusion may occasionally be unavailable because of scheduled maintenance, emergency maintenance, upgrades, telecommunications failures, third-party outages, security incidents, or events outside MDTech’s reasonable control.

Any uptime, availability, support, maintenance, or service-level commitment is governed exclusively by the applicable Customer Agreement. These Fusion Terms do not create an additional service-level commitment.

Beta, preview, pilot, evaluation, or early-access features may be modified or discontinued at any time and may contain errors or incomplete functionality.

18. Fees and Subscriptions

Fees, subscription periods, renewals, taxes, billing arrangements, refunds, and payment obligations are governed by the applicable Customer Agreement.

An Authorized User’s access ordinarily depends on the Customer Organization maintaining an active account and complying with its payment and contractual obligations.

These Fusion Terms do not modify the Customer Organization’s financial obligations or create an independent right to a refund or service credit.

19. Suspension and Termination

MDTech or the Customer Organization may suspend, restrict, or terminate your access to Fusion when:

1. Your authorization ends.
2. Your employment, engagement, or relationship with the Customer Organization ends.
3. You violate these Fusion Terms, the Customer Agreement, or applicable law.
4. Your account creates or may create a security, privacy, legal, or operational risk.
5. Suspension is necessary to protect Fusion, Customer Data, another user, or a third party.
6. The Customer Organization requests or requires suspension.
7. The Customer Agreement expires or is terminated.
8. Fees owed by the Customer Organization remain unpaid.
9. Fusion or an applicable feature is discontinued.

When your access ends, you must stop using Fusion and delete any locally stored MDTech documentation or information that you are not independently authorized to retain.

The availability, retention, export, return, or deletion of Customer Data following suspension or termination is governed by the Customer Agreement. An Authorized User should ordinarily direct data-access or data-export requests to the Customer Organization.

Sections that by their nature should survive termination will remain effective, including provisions concerning intellectual property, confidentiality, disclaimers, liability, governing law, and responsibility for prior conduct.

20. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUSION IS PROVIDED “AS IS” AND “AS AVAILABLE.”

EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN A SIGNED CUSTOMER AGREEMENT, MDTECH DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

MDTECH DOES NOT WARRANT THAT:

1. FUSION WILL MEET EVERY USER OR CUSTOMER REQUIREMENT.
2. FUSION WILL ALWAYS BE AVAILABLE, SECURE, ACCURATE, OR ERROR-FREE.
3. EVERY ERROR OR DEFECT WILL BE CORRECTED.
4. EVERY ALERT OR COMMUNICATION WILL BE GENERATED OR DELIVERED.
5. THIRD-PARTY DATA OR INTEGRATIONS WILL BE COMPLETE, TIMELY, OR ACCURATE.
6. USE OF FUSION WILL ENSURE COMPLIANCE WITH ANY LAW, PROFESSIONAL STANDARD, CONTRACT, OR ORGANIZATIONAL POLICY.
7. FUSION WILL PREVENT SECURITY INCIDENTS, OPERATIONAL EVENTS, BILLING ERRORS, CLINICAL EVENTS, OR OTHER LOSSES.

Some jurisdictions do not allow certain warranty exclusions, so some of these exclusions may not apply in every circumstance.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MDTECH AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO FUSION.

THIS EXCLUSION INCLUDES LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, DATA USE, OR EXPECTED SAVINGS; BUSINESS INTERRUPTION; COSTS OF SUBSTITUTE SERVICES; OR DAMAGES RESULTING FROM MISSED, DELAYED, DUPLICATED, OR INCORRECT ALERTS OR COMMUNICATIONS.

THE TOTAL AGGREGATE LIABILITY OF MDTECH ARISING OUT OF OR RELATED TO FUSION IS SUBJECT TO THE LIABILITY CAP IN THE APPLICABLE CUSTOMER AGREEMENT. AN AUTHORIZED USER DOES NOT RECEIVE A SEPARATE OR ADDITIONAL LIABILITY CAP THAT INCREASES MDTECH’S AGGREGATE LIABILITY TO THE CUSTOMER ORGANIZATION AND ITS AUTHORIZED USERS.

These limitations apply regardless of the legal theory asserted and even if MDTech has been advised that damages are possible.

Nothing in these Fusion Terms excludes or limits liability that cannot lawfully be excluded or limited.

22. Compliance With Laws

You are responsible for using Fusion in accordance with applicable laws, regulations, professional requirements, sanctions, export-control requirements, and Customer Organization policies.

You may not use, export, re-export, transfer, or permit access to Fusion in violation of United States export controls, economic sanctions, or other applicable trade restrictions.

Where Fusion is used to configure or initiate communications, the Customer Organization and its Authorized Users are responsible for obtaining and maintaining all legally required consents and honoring applicable opt-out requests.

23. Confidentiality

Fusion, its nonpublic features, documentation, configurations, pricing, security information, and other nonpublic MDTech information may constitute MDTech Confidential Information under the Customer Agreement.

You must protect confidential information that you access through Fusion and may use it only for the Customer Organization’s authorized purposes.

You may not disclose confidential information except to persons who are authorized to receive it and who are subject to appropriate confidentiality obligations.

These obligations do not apply to information that you can demonstrate was lawfully known to you without restriction, independently developed without reference to the confidential information, lawfully received from an unrestricted source, or publicly available through no violation of these Fusion Terms.

24. Governing Law and Disputes

The governing-law, dispute-resolution, jurisdiction, venue, limitation-of-claims, and jury-waiver provisions in the applicable Customer Agreement apply to disputes involving Fusion.

If no applicable Customer Agreement addresses governing law, these Fusion Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Mandatory rights that cannot be waived under applicable law remain unaffected.

25. Changes to These Fusion Terms

MDTech may update these Fusion Terms to reflect changes in Fusion, the law, security requirements, business practices, or the Customer Agreement.

The “Last Updated” date at the top of the page will identify the current version.

Where appropriate, MDTech may provide notice of material changes through Fusion, by email, or through the Customer Organization. Changes will become effective on the date stated in the updated Fusion Terms, subject to any notice or objection rights contained in the Customer Agreement.

An update to these Fusion Terms does not expand an Authorized User’s SMS consent. Any materially different SMS program will be addressed through the applicable SMS disclosure and consent process.

26. General Provisions

If any part of these Fusion Terms is found unenforceable, that provision will be enforced to the greatest extent permitted, and the remaining provisions will continue in effect.

A failure by MDTech to enforce a provision is not a waiver of that provision or the right to enforce it later.

You may not assign or transfer your rights under these Fusion Terms. MDTech may assign these Fusion Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of the Fusion business, subject to applicable law and the Customer Agreement.

These Fusion Terms do not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between you and MDTech.

Except for MDTech’s affiliates and licensors where applicable, these Fusion Terms do not create third-party-beneficiary rights.

Headings are included for convenience and do not affect interpretation.

These Fusion Terms, together with the applicable Customer Agreement, Privacy Policy, and any service-specific terms, constitute the terms applicable to your access to Fusion.

27. Contact Information

Questions regarding Fusion or these Fusion Terms may be directed to:

Millennium Digital Technologies, LLC (aka MDTech)
655 W 13 Mile Rd.
Madison Heights, MI 48071
United States

Support: https://www.mdtusa.com
Telephone: 877-263-8324

Privacy Policy: https://www.mdtusa.com/privacy-policy/
Fusion SMS Terms and Conditions: https://www.mdtusa.com/sms-terms-and-conditions/