Important Commercial Notice
These terms govern all institutional, enterprise, and medical practice engagements with Jorvus LLC. By accessing Jorvus EHR, entering into a Statement of Work (SOW), or submitting claims via our billing clearinghouse, your organization agrees to be legally bound by this Master Service Agreement.
1. Acceptance of Terms
This Master Service Agreement and Terms of Service (the “Agreement”) constitutes a legally binding commercial contract between the medical group, clinical practice, health system, or institutional entity identified in the applicable Order Form or registration documentation (“Client”, “Customer”, or “You”) and Jorvus LLC (“JORVUS”, “Company”, “We”, or “Us”).
By accessing, executing an order for, deploying, or utilizing the Jorvus Electronic Health Records (“Jorvus EHR”) platform, revenue cycle management suites, credentialing modules, or practice management infrastructure, Client explicitly agrees to comply with and be bound by all terms, policies, and guidelines contained or referenced herein.
If an individual is executing or accepting this Agreement on behalf of a healthcare provider organization, hospital, clinic, or corporate enterprise, such individual represents and warrants that they possess full legal authority to bind that entity to this Agreement.
2. B2B Commercial Scope & Relationship
JORVUS provides administrative technology, financial workflows, and business process automation exclusively as an independent commercial Business-to-Business (B2B) contractor.
JORVUS IS NOT A HEALTHCARE PROVIDER, HOSPITAL, OR LICENSED MEDICAL FACILITY. JORVUS DOES NOT PRACTICE MEDICINE, RENDER CLINICAL DIAGNOSES, PROVIDE MEDICAL OPINIONS, DISPENSE PHARMACEUTICALS, OR DIRECT PATIENT TREATMENT PLANS.
All clinical judgments, diagnostic determinations, prescription decisions, and therapeutic choices remain entirely the sole professional responsibility of the Client’s credentialed physicians, nurse practitioners, physician assistants, and allied medical professionals. Nothing within the software features, electronic health templates, alerts, or billing algorithms constitutes clinical decision support intended to replace professional medical judgment.
3. Healthcare Technology & Jorvus EHR Software Terms
Subject to prompt payment of designated subscription fees and strict compliance with this Agreement, JORVUS grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and utilize the cloud-based Jorvus EHR, patient engagement interfaces, and practice management platform solely for internal clinical and financial operations.
Accounts are strictly individual and credentialed. Passwords, cryptographic keys, and multi-factor authenticators must not be shared between staff or third parties.
Reverse engineering, decompiling, decompiling, penetration testing without prior authorization, or building derivative applications from Jorvus source code is strictly prohibited.
Service uptime targets and standard scheduled maintenance windows are governed by the JORVUS System Availability Schedule. JORVUS maintains redundant hosting environments and data retention frameworks designed to meet or exceed HIPAA technical safeguards.
4. Revenue Cycle Management (RCM) & Billing Services
When Client contracts with JORVUS for managed billing, electronic claims scrubbing, denial resolution, or credentialing operations, JORVUS executes administrative processing based directly and exclusively upon clinical documentation, charge sheets, coding notations, and demographic files furnished by Client.
- Claims Submission: JORVUS prepares, validates, and dispatches HIPAA-standard 837P and 837I electronic transactions via designated clearinghouses based on Client’s verified encounter records.
- Adjudication Follow-Up & Denials: JORVUS tracks 835 Remittance advices, identifies adjudication discrepancies, files administrative appeals, and implements resubmissions per mutually established operating procedures.
- Provider Credentialing: Credentialing support facilitates CAQH maintenance and insurer enrollment packet submissions; final panel approval remains at the sole discretion of commercial payers and state Medicaid/Medicare agencies.
5. Client Obligations & Data Accuracy
Efficient revenue cycle acceleration requires precise, contemporaneous data inputs from the clinical practice. Client covenants and agrees that:
Client holds absolute and non-delegable responsibility for the medical necessity, accuracy, and truthfulness of all diagnoses (ICD-10-CM), procedures (CPT/HCPCS), modifiers, and clinical chart notes recorded by its providers. Client certifies that all claims submitted for processing correspond to bona fide healthcare encounters rendered to eligible patients.
Client must maintain active, unrestricted state medical licenses, DEA registrations, and active NPI enrollments for all treating clinicians. Client shall notify JORVUS in writing within three (3) business days of any suspension, disciplinary sanction, or malpractice coverage termination.
Client is solely responsible for collecting valid insurance policy identifiers, primary/secondary coordination of benefits disclosures, subscriber details, and prior authorization tokens at the time of clinical service.
6. Confidentiality & HIPAA Business Associate Terms
Both parties acknowledge that the performance of this Agreement necessitates the disclosure, transmission, and hosting of Protected Health Information (“PHI”) governed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and corresponding Omnibus regulations (45 C.F.R. Parts 160 & 164).
Execution of an Order Form automatically incorporates the Jorvus Business Associate Agreement (BAA) by reference, unless a customized enterprise BAA has been executed concurrently. JORVUS warrants that all electronic PHI (ePHI) maintained in Jorvus EHR is encrypted using industry-standard AES-256 ciphers at rest and TLS 1.3 in transit.
Client retains full ownership rights to all patient medical records, clinical notes, and patient identifiers. JORVUS claims no intellectual property interest in Client’s proprietary healthcare data.
7. Intellectual Property Rights
JORVUS retains all rights, titles, and interests (including worldwide patent, copyright, trademark, trade secret, and proprietary rights) in and to: (a) the Jorvus EHR platform; (b) algorithmic claim validation engines; (c) standard clinical chart templates; (d) operational analytics dashboards; (e) documentation, workflows, and system architectures; and (f) any improvements, enhancements, or modifications developed during the course of service delivery.
JORVUS may compile, aggregate, and utilize de-identified health and operational information (strictly stripped of all 18 HIPAA identifiers pursuant to 45 C.F.R. § 164.514) to enhance billing algorithms, benchmark claim processing metrics, and train automated validation rules.
8. Disclaimers & Limitation of Liability
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SOFTWARE, ENGINES, AND BILLING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL JORVUS LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.
JORVUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT TO JORVUS UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9. Term, Suspension & Termination
The initial term of this Agreement shall commence on the effective date established in the initial Statement of Work or Order Form and shall continue for the designated subscription period. Unless otherwise stated in the Order Form, contracts automatically renew for consecutive twelve-month terms unless either party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the current term.
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or executes an assignment for the benefit of creditors.
Upon termination, Client shall receive a complete electronic export of clinical and billing records in standard continuity of care (CCDA) and delimited financial formats, subject to the settlement of all outstanding invoices.
10. Governing Law & Dispute Resolution
This Agreement, and any dispute, controversy, proceedings, or claim of whatever nature arising out of or in any way relating to this Agreement or its formation, shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to its conflict of laws principles.
The parties irrevocably agree that the state and federal courts located within Duval County, Florida, shall possess exclusive personal and subject-matter jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. The parties expressly waive any objection to the venue of such courts or any claim that proceedings have been brought in an inconvenient forum.
11. Official Contact & Legal Notices
All formal legal notices, termination dispatches, breach alerts, and contractual communications must be delivered in writing via certified mail (return receipt requested) or nationally recognized overnight courier to the designated legal entity below:
6444 Beach Blvd, Jacksonville, FL 32216, United States
Corporate Identification: Florida LLC Registry
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