Effective Date: 02/01/2025 

Last Updated: 02/12/2025 

This Terms of Service (“Agreement”) is entered into by and between Client Name (“Client”), with a principal place of business at Client Address, and Beterra Health, Inc. (“Beterra”), a Delaware corporation with a place of business located at 306 E Main St, Hogansville, GA 30230, United States of America. 

1. Services Provided 

Beterra provides software and implementation services, including—but not limited to—measuring organizational performance, safety, quality, compliance metrics and measures, feedback measurement, benchmarking, analytics, and compliance management tools for healthcare organizations. Beterra will render services specific to the Client in an addendum incorporated into the Master Service Agreement (MSA). In case of conflict between this Agreement and the addendum, the addendum will prevail. 

2. Corporate Responsibility Compliance 

Beterra agrees to comply with applicable local, state, and federal laws and regulations. Beterra shall notify the Client immediately of any violation of mutually agreed upon laws and regulations. Beterra personnel performing services on-site will comply with the Client’s health screening, drug-free workplace, background check, privacy, and other reasonable needed requirements to perform the agreed upon services. 

3. Security & Data Protection 

Our Services comply with: 

  • SOC 2 Type II Compliance: We implement industry-standard security controls. 
  • HIPAA & HITECH Compliance: If applicable, our Services protect Protected Health Information (PHI) per HIPAA and HITECH regulations. 
  • Confidentiality & Data Access: Only authorized personnel can access your data, with encryption and access controls to prevent unauthorized use. 
  • As a Client, you may request additional security controls such as annual penetration testing, and security audits.  
  • As a Client, you may request incident response time commitments, such as notification of security incidents within 24 hours.) 

4. Confidentiality & Nondisclosure 

Both parties acknowledge that they may receive Confidential Information during the term of this Agreement. Confidential Information does not include publicly available data or information that was already known prior to disclosure. Each party agrees not to disclose, use, or permit unauthorized access to the other party’s Confidential Information. 

5. Indemnification 

Each party shall indemnify, defend, and hold harmless the other party and its affiliates from losses, claims, damages, or expenses arising from negligence, misconduct, or breach of this Agreement. 

6. Vendor Management (Optional) 

  • Beterra ensures that all third-party vendors handling Client data adhere to SOC 2 and GDPR security standards. 
  • As a Client, you may request the right to audit vendors handling Client data. 
  • Beterra shall notify the Client within 30 days if a new vendor is introduced to handle Client data. 

7. Service Availability & Business Continuity (Optional) 

  • As a Client, you may request an uptime SLA, excluding planned maintenance. 
  • You, as a Client, may request disaster recovery plans, including redundancy, offsite backups, and recovery time objectives (RTO) & recovery point objectives (RPO).) 

8. Privacy & Data Rights (Optional) 

As a Client, you may request explicit clarification of data ownership, ensuring you retain all rights to your data. 

9. Termination & Suspension 

Either party may terminate this Agreement for cause with 90 days’ written notice unless specified in your services agreement. As a Client, you may request transition assistance for 30 days post-termination, including data migration support. The terms of support may be described as an addendum to the services agreement. 

10. Compliance Audits & Certifications (Optional) 

You, as a Client, may request annual SOC 2 Type II audit reports. 
You, as a Client, may request access to Beterra’s latest security policies, penetration testing results, and compliance certifications.) 

11. AI & Automated Decision-Making Disclaimer (Optional) 

You, as a Client, may request clarification that AI-driven analytics supplement, but do not replace, expert decision-making, and may request human review of AI-based recommendations. 

12. Dispute Resolution & Governing Law 

Per the American Arbitration Association rules, any disputes shall be resolved through arbitration in Atlanta, Georgia unless otherwise specified in your services agreement. This Agreement is governed by the laws of the State of Georgia unless otherwise specified in your services agreement. 

13. Compliance Program 

Beterra may notify the Client’s Compliance Office of potential fraud or conflicts of interest. Both parties agree not to engage in activities that violate anti-kickback laws. 

14. Notices 

All notices must be sent to the following addresses: 
 
If to Beterra: 
Beterra Health Inc. 
PO Box 2408 
Newnan, GA 30263 
hello@beterra.com