Terms of Service

Last updated January 9, 2026

CRESCENDO OPERATIONS LLC
d/b/a HARMONY OPS HEALTH

These Terms of Service (“Agreement”) govern access to and use of the Harmony Ops platform and services and are entered into by and between Crescendo Operations LLC, a North Carolina limited liability company, doing business as Harmony Ops Health (“Harmony Ops,” “we,” or “us”), and the individual or entity accepting these Terms electronically (“Client,” “you,” or “your”). This Agreement is effective upon Client’s acceptance.

These Terms are accepted electronically and govern your access to and use of the Services.

1. SERVICES

Harmony Ops provides customer relationship management software, workflow automation tools, marketing systems, administrative support systems, training, coaching, and implementation services (collectively, the “Services”) as detailed in the applicable Tier Addendum.

All Services are educational, technical, and administrative in nature.

Harmony Ops does not provide medical, legal, tax, accounting, or financial advice and does not participate in the delivery of medical care.

2. ACCOUNT ACCESS & USE

Client receives a limited, non-exclusive, non-transferable license to access the Services during the subscription term solely for Client’s internal business use.

Client may not:
● Resell, sublicense, or assign access to any portion of the Services;
● Reverse engineer, scrape, or duplicate system workflows or intellectual property;
● Compete directly with Harmony Ops using output from the Services.

3. FEES, BILLING & NO-REFUND POLICY

(a) Billing Cycle

Subscriptions are billed every twenty-eight (28) days beginning on the initial payment date unless otherwise stated in the Tier Addendum.

One-time setup or onboarding fees are billed at purchase or as separately invoiced.

(b) No Refunds

All fees, including setup, onboarding, subscription, support, and training fees, are non-refundable.

Upon cancellation, access to the Services will remain active through the end of the then-current billing cycle. No prorated refunds, credits, or partial reimbursements will be provided for any unused portion of the Services.

Failure to maintain valid payment arrangements may result in immediate service suspension or termination.

4. COACHING & EDUCATIONAL DISCLAIMER

Any coaching sessions, training calls, recorded materials, or implementation guidance are provided solely for educational and business-systems purposes.

Coaching does not constitute:
● Medical or clinical advice
● Legal or compliance consultation
● Tax or accounting guidance

Harmony Ops does not guarantee business results, revenue growth, patient acquisition, or operational outcomes of any kind.

Client remains solely responsible for all business and healthcare decisions, marketing claims, patient communications, and compliance actions arising from the application of coaching suggestions or platform workflows.

5. HIPAA & BUSINESS ASSOCIATE AGREEMENT

Client acknowledges that it is a “Covered Entity” or “Business Associate” under HIPAA and may use the Services to store, transmit, or process Protected Health Information (“PHI”) only after execution of a separate Business Associate Agreement (“BAA”) with Harmony Ops.

This Agreement alone does not create a business associate relationship under HIPAA. To the extent Harmony Ops is deemed a Business Associate, the parties shall enter into a separate BAA governing the handling of PHI.

Client remains solely responsible for:
● HIPAA compliance practices
● Workflow configuration
● PHI access controls
● Patient communications

6. CLIENT DATA

Client retains ownership of all PHI and other data uploaded to the Services (“Client Data”).

Client grants Harmony Ops a limited license to host, transmit, store, and process Client Data solely for purposes of delivering Services.

Harmony Ops will not access PHI except as permitted under the BAA.

7. INTELLECTUAL PROPERTY

All Harmony Ops workflows, software, templates, training materials, AI tools, documentation, processes, and content remain the exclusive property of Harmony Ops.

No ownership rights transfer to Client under this Agreement.

8. INSURANCE REQUIREMENTS - CLIENT

While not required, Harmony Ops strongly recommends that Clients using advanced automations, segmentation, or messaging features maintain appropriate cyber or privacy liability insurance as a best practice.

Client remains solely responsible for its internal data security policies, safeguards, and staff training.

9. SUSPENSION RIGHTS -- COMPLIANCE & REGULATORY

Harmony Ops may immediately suspend or restrict Client’s access to the Services, without refund or credit obligation, if Harmony Ops reasonably determines that:

(a) Client use creates risk of HIPAA or privacy law violation;
(b) Client transmits or stores PHI in violation of the BAA;
(c) Client engages in unlawful, misleading, or unsupported advertising or patient communications using the platform (including TCPA violations); or
(d) Client conduct presents regulatory, reputational, or legal risk to Harmony Ops or the platform ecosystem.

Service shall remain suspended until Harmony Ops determines risk has been resolved to its reasonable satisfaction.

Where feasible, Harmony Ops will provide Client with notice and a reasonable opportunity to remediate prior to suspension.

10. LIQUIDATED DAMAGES FOR PHI OR PRIVACY BREACH

Liquidated damages shall apply only where Client is the primary cause of a confirmed violation of HIPAA, the Telephone Consumer Protection Act (“TCPA”), or other applicable privacy or communications laws.

Any liquidated damages paid shall be offset against amounts paid under indemnification for the same incident and shall not be cumulative.

11. INDEMNIFICATION

Client shall defend, indemnify, and hold harmless Harmony Ops, its members, employees, contractors, affiliates, and agents from and against all claims, investigations, inquiries, demands, penalties, fines, damages, lawsuits, settlements, losses, liabilities, and expenses (including attorneys’ fees) arising from or related to:

(i) Client use or misuse of the Services or coaching content;
(ii) Client marketing, advertising, SMS/voice campaigns, patient communications, orr representations made using the platform;
(iii) Client transmission, storage, or handling of PHI, including any real or alleged HIPAA violations;
(iv) Client violation of applicable laws or regulations (including TCPA);
(v) Client submission or publishing of content that infringes third-party rights;
(vi) Client breach of this Agreement or the BAA.

Harmony Ops shall indemnify Client solely for claims arising from Harmony Ops’ gross negligence or willful misconduct in connection with the Services or an applicable Business Associate Agreement.

Defense Obligations

Client’s duty to indemnify applies on a first-dollar defense basis, beginning with any threatened or initiated claim, action, or investigation, regardless of fault.

Control of Defense

Harmony Ops retains sole authority to select counsel, direct defense strategy, and approve settlements. Client may not settle any claim involving Harmony Ops without Harmony Ops’ prior written consent.

12. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

NO WARRANTIES ARE GIVEN REGARDING:
● BUSINESS OR REVENUE RESULTS
● OPERATIONAL IMPROVEMENTS
● CLINICAL OR REGULATORY COMPLIANCE
● ERROR-FREE PERFORMANCE

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

HARMONY OPS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

Except for obligations arising from indemnification, breaches of confidentiality, or violations of HIPAA where limitation is prohibited by law, each party’s total aggregate liability shall not exceed the fees paid by Client to Harmony Ops during the twenty-eight (28) days preceding the event giving rise to the claim.

14. ARBITRATION & CLASS ACTION WAIVER

All disputes arising under or related to this Agreement shall be resolved exclusively by binding arbitration pursuant to the rules of the American Arbitration Association.

Arbitration venue shall be Burke County, North Carolina.

Parties waive:
● Trial by jury
● Participation in class or representative actions

15. TERMINATION

Either party may terminate this Agreement effective at the end of the then-current billing cycle via written notice.

All obligations regarding fees owed, indemnification, confidentiality, data protection, liquidated damages, arbitration, and liability limitations survive termination.

16. GOVERNING LAW

This Agreement shall be governed by the laws of the State of North Carolina, without regard to conflict-of-law provisions.

17. ENTIRE AGREEMENT

This Agreement and any executed BAA constitute the entire agreement between the parties.