This document is provided for informational purposes and will be reviewed by qualified legal counsel prior to launch.
PatientSwaps, LLC ("Company," "we," "us," or "our") operates a healthcare technology platform that provides algorithmic bed-matching and transfer matching software services to skilled nursing facilities, care coordinators, and related healthcare providers.
PatientSwaps is a technology platform provider. The platform:
PatientSwaps is explicitly not a healthcare provider, patient broker, referral service, placement agency, care coordinator, discharge planner, medical advisor, or transportation provider. PatientSwaps does not:
PatientSwaps facilitates information sharing among independent healthcare providers who make their own autonomous clinical and operational decisions.
The Company offers PatientSwaps Platform Subscriptions to healthcare facility operators under three tiers:
Facilities on Starter and Professional tiers are allocated a monthly query allowance. Each query executed within the platform uses one (1) of the monthly allocation. Facilities requiring additional capacity may upgrade to a higher tier at any time.
Matching algorithm queries are a core platform feature included in every subscription tier. Query allowances reflect the operational capacity allocated to each tier level. Enterprise tier subscribers have unlimited queries included.
The Company endeavors to maintain 99% uptime for the Platform during Business Hours (Monday–Friday, 8 a.m. to 6 p.m. Mountain Time). The Company is not liable for unavailability due to events beyond its reasonable control, including natural disasters, internet outages, third-party service failures, or acts of God.
At launch, PatientSwaps matching services are available for private-pay and commercially insured residents only. Residents whose care is funded primarily through Medicare or Medicaid are not currently eligible for platform matching services. The Company may expand payer eligibility in the future with written notice to participating facilities.
Platform subscriptions renew on a monthly basis. The first month's fee is due upon enrollment. Subsequent months renew automatically on the same calendar date each month unless the subscription is canceled by the facility.
Facilities that consistently exceed their monthly query allowance may upgrade to a higher tier at any time. Tier upgrades take effect immediately. The prorated difference is charged for the remainder of the current billing month.
Subscription fees are collected via Stripe payment processing. Authorized payment methods include credit cards, ACH transfers, and wire transfers. Failed payments are retried up to three (3) times over 10 days. If payment remains unresolved after 10 days, the Company may suspend Platform access until payment is received.
The Company reserves the right to modify subscription fees with 30 days' written notice. Facilities may elect to cancel rather than accept new pricing. Refunds for price increases are not issued retroactively.
Facilities may cancel their Platform subscription at any time with written notice to support@patientswaps.com. Cancellation is effective at the end of the current billing month. No refunds are issued for partial-month cancellations. All platform features remain active through the end of the billing period.
The PatientSwaps Platform provides operational and informational data only. Matching algorithm outputs are potential facility options based on bed availability, payer acceptance, geographic proximity, and operational factors. Matching outputs are not clinical recommendations, referrals, or advisories.
All clinical decisions regarding patient appropriateness for transfer, facility selection, and care suitability are made exclusively by licensed clinical staff employed by or retained by the transferring facility or patient representative. The facility certifies that:
PatientSwaps has no clinical responsibility for any patient outcome, transfer appropriateness, clinical decision, or care quality. The Platform does not:
The facility retains full clinical and legal responsibility for all transfer decisions and patient outcomes.
The PatientSwaps matching algorithm uses the following operational factors:
The algorithm does not use patient age, diagnosis, clinical acuity, treatment needs, functional status, or any clinical indicators. Clinical assessment of facility suitability is the exclusive responsibility of the transferring facility's clinical staff.
The PatientSwaps matching algorithm accesses only operational data: bed availability, current occupancy, payer mix acceptance, geographic location, and timing preferences. The algorithm does NOT access, receive, or process:
Any matching options generated by the Platform represent operational availability only. Facilities must independently assess clinical appropriateness before accepting any transfer.
PatientSwaps does not guarantee placement, bed availability, transfer completion, or any specific outcome. Factors affecting transfer success are beyond the Platform's control, including:
The Platform's matching outputs are informational. A facility match displayed on the Platform does not represent a confirmed bed, an offer of admission, or any binding commitment from the destination facility. Facility staff must contact destination facilities independently to verify availability and obtain acceptance prior to initiating transfer.
PatientSwaps complies with the Health Insurance Portability and Accountability Act (HIPAA), 45 C.F.R. Parts 160 and 164. The Platform processes Protected Health Information (PHI) as defined by 45 C.F.R. § 164.103 on behalf of facilities and authorized users.
Facilities using PatientSwaps agree that PatientSwaps is a Business Associate of the Facility under HIPAA and shall maintain a valid Business Associate Agreement (BAA) with the Company. The current BAA is incorporated by reference in this Agreement.
PatientSwaps uses and discloses PHI exclusively for the purposes of providing the Platform services, including:
PHI is not disclosed to third parties except as required by law or with explicit facility authorization. Disclosures are logged and documented in the facility's audit trail.
All PHI is stored using industry-standard encryption at rest (AES-256) and in transit (TLS 1.3). Access to PHI is restricted to authorized Company personnel and is logged for audit purposes. PatientSwaps maintains:
Operational and analytics data is de-identified to the extent legally permissible. De-identified data is used for:
De-identified data is not subject to HIPAA restrictions and may be shared with researchers, consultants, and other third parties for healthcare improvement purposes.
In the event of a suspected or confirmed unauthorized access to, use of, or disclosure of PHI, PatientSwaps shall notify the affected facility and all affected individuals within 60 days as required by HIPAA 45 C.F.R. § 164.404. Notifications shall include the nature of the breach, information affected, steps taken to mitigate harm, and resources available to individuals.
The facility agrees that only authorized personnel with a legitimate business need to access patient information shall be granted login credentials to PatientSwaps. Authorized users typically include:
The facility is responsible for managing user access, revoking access for terminated employees, and ensuring that user activities comply with HIPAA minimum necessary standards.
Users of PatientSwaps agree not to:
Facilities are responsible for maintaining the confidentiality of login credentials. PatientSwaps requires multi-factor authentication (MFA) for all user accounts. Facilities must immediately notify PatientSwaps support of any suspected unauthorized access or credential compromise.
By subscribing to PatientSwaps, the facility certifies and warrants that:
The facility assumes sole responsibility for assessing whether its use of PatientSwaps complies with all applicable healthcare laws, including but not limited to the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), state anti-kickback and anti-referral laws (including Colorado C.R.S. § 24-31-809), and Stark Law prohibitions on self-referral. PatientSwaps is a technology platform and does not provide legal or compliance advice.
All fees charged by PatientSwaps are structured as technology platform subscription fees and platform usage fees. PatientSwaps does not charge:
Monthly subscription fees are charged uniformly regardless of the number or success of transfers. Overage fees are based on platform capacity usage (matching algorithm queries executed), not on any particular outcome or transfer result.
Platform fees are not conditioned on, reduced by, or increased by the occurrence, volume, or outcome of any actual patient transfer. A facility that executes many matching queries but transfers few patients pays the same subscription fee as a facility that executes few queries but completes many transfers. This structure ensures that PatientSwaps has no financial incentive to encourage inappropriate transfers or volume.
PatientSwaps does not provide any remuneration, discounts, referral bonuses, volume rebates, or other inducements to facilities, physicians, discharge planners, or other parties to encourage patient referrals or transfers. All fees are disclosed in advance and are uniform for all similarly situated customers.
IN NO EVENT SHALL PATIENTSWAPS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PatientSwaps' total cumulative liability for any claim arising out of or related to this Agreement, the Platform, or services provided hereunder shall not exceed the total amount paid by the facility to PatientSwaps in the 12 months preceding the claim.
This limitation of liability is a material part of the bargain between PatientSwaps and the facility. Pricing and service levels reflect this allocation of risk.
Limitations of liability do not apply to:
The facility agrees to indemnify, defend, and hold harmless PatientSwaps, its officers, directors, employees, and agents from any claim, liability, loss, damage, or expense (including reasonable attorneys' fees) arising out of or related to:
PatientSwaps agrees to indemnify, defend, and hold harmless the facility from any claim, liability, loss, damage, or expense (including reasonable attorneys' fees) arising out of or related to:
The indemnified party must provide prompt written notice of any claim and cooperate reasonably with the indemnifying party in defense. The indemnifying party has the right to control the defense and settlement.
This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law principles. The parties expressly waive application of any statute, rule, or principle that would require this Agreement to be interpreted under the laws of any other jurisdiction.
The parties agree that any legal proceeding arising out of or related to this Agreement shall be brought exclusively in the federal or state courts located in Denver, Colorado. Each party submits to the exclusive jurisdiction of these courts and waives any objection based on inconvenient forum.
This Agreement is subject to Colorado healthcare laws, including C.R.S. § 24-31-809 (state anti-kickback law), and federal healthcare laws, including the Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and HIPAA (42 U.S.C. §§ 1320d et seq.).
Before initiating formal legal proceedings, the parties agree to attempt good-faith informal resolution. Either party may request a meeting with senior management to address disputes. This informal resolution process is not a waiver of any legal rights.
Any legal action or proceeding shall be brought on an individual basis only. Class actions, collective actions, and representative actions are expressly prohibited.
PatientSwaps retains all right, title, and interest in the Platform, including all software code, algorithms, documentation, and infrastructure. The facility grants no ownership interest in these assets and may not claim any intellectual property rights in the Platform.
PatientSwaps grants the facility a non-exclusive, non-transferable, revocable license to access and use the Platform solely for the facility's internal healthcare operations in accordance with this Agreement. The facility may not sublicense, resell, or permit third parties to access the Platform without prior written consent.
The facility may not reverse-engineer, decompile, or attempt to derive the source code or algorithms of the Platform. The facility may not create derivative works based on the Platform.
PatientSwaps reserves the right to modify the Platform, these Terms, and all related policies at any time. Material modifications (including pricing changes, data handling changes, or changes to service availability) will be communicated to the facility with 30 days' written notice.
Continued use of the Platform following notification of modifications constitutes acceptance of the new terms. A facility that does not accept modifications may cancel the subscription within 30 days of notification with no penalty.
PatientSwaps maintains a version history of these Terms with effective dates. The current version is always available at patientswaps.com/terms/.
The facility may terminate its Platform subscription at any time by providing written notice to support@patientswaps.com. Termination is effective at the end of the current billing month. No refunds are issued for partial-month cancellations.
PatientSwaps may terminate this Agreement for cause if:
PatientSwaps may terminate without cause by providing 90 days' written notice.
Upon termination, the facility's access to the Platform is revoked immediately. PatientSwaps may delete facility data after a retention period of 90 days unless applicable law requires longer retention. The facility remains liable for all fees incurred through the termination date.
Sections addressing data security, HIPAA compliance, limitation of liability, indemnification, and dispute resolution survive termination of this Agreement.
By executing a Technology Services Agreement, creating a platform account, or otherwise providing telephone numbers to PatientSwaps, the facility and its authorized representatives consent to receive calls and text messages at the numbers provided, including communications made using automated telephone dialing systems, artificial intelligence, pre-recorded voice, and/or artificial voice technology, in accordance with the Telephone Consumer Protection Act (47 U.S.C. § 227) and applicable FCC regulations.
Automated communications may include:
PatientSwaps may use artificial intelligence and/or artificial voice technology in automated calls and messages. In accordance with the FCC's February 2024 declaratory ruling, AI-generated voices constitute "artificial or prerecorded voice" under the TCPA. Your consent under this section expressly covers communications made using such technology.
Authorized facility representatives may revoke consent to automated communications at any time by:
Opting out of transactional messages may limit the platform's ability to provide real-time swap notifications and bed availability alerts. Opting out of marketing messages will not affect transactional communications or platform functionality.
Message frequency varies based on platform activity, matching query volume, and swap chain activity. Message and data rates may apply per the recipient's wireless carrier standard rates. PatientSwaps is not responsible for carrier charges. Consent to receive automated communications is not a condition of purchasing or maintaining a PatientSwaps platform subscription.
Automated calls and text messages from PatientSwaps will not contain Protected Health Information (PHI) unless sent through HIPAA-compliant channels with appropriate encryption and access controls. De-identified information (such as swap IDs, facility names, and general status codes) may be communicated via standard SMS or automated voice. Communications containing patient-identifiable information will only be sent through encrypted, BAA-covered channels (e.g., encrypted email via Paubox or Google Workspace).
PatientSwaps complies with the Colorado Telemarketing Act (C.R.S. § 6-1-901 et seq.) and maintains compliance with both federal (FTC) and Colorado Attorney General Do-Not-Call registries for outbound marketing communications.
This Agreement, including the Business Associate Agreement, constitutes the entire agreement between PatientSwaps and the facility regarding the Platform and supersedes all prior negotiations, representations, and agreements, whether written or oral.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect. If a provision is partially invalid, it is modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
No waiver of any provision or breach is effective unless in writing signed by the waiving party. A single waiver does not constitute a waiver of any future breach or other provision.
The facility may not assign this Agreement to another party without prior written consent from PatientSwaps. Any attempted assignment without consent is void. PatientSwaps may assign this Agreement in connection with a merger, acquisition, or sale of assets.
All notices required under this Agreement must be in writing and delivered via email, hand delivery, or certified mail to the addresses specified in the facility's account profile or to support@patientswaps.com for notices to PatientSwaps. Notices are effective upon receipt.
Neither party is liable for failure to perform due to events beyond its reasonable control, including natural disasters, pandemics, war, government action, or acts of God. Force majeure does not extend to payment obligations.
PatientSwaps' fee structure complies with 42 U.S.C. § 1320a-7b (the federal Anti-Kickback Statute). PatientSwaps does not:
Fees are uniform for all similarly situated customers and are charged for technology platform services, not for patient referrals.
PatientSwaps' operations comply with Colorado C.R.S. § 24-31-809, which prohibits remuneration intended to influence healthcare referrals or utilization decisions under Colorado's Medicaid program.
PatientSwaps complies with Colorado state law governing healthcare provider networks, including C.R.S. § 24-31-809 (Colorado Medicaid Anti-Kickback provisions). Our fee structure — technology platform subscriptions with included matching queries and standard SaaS overage charges — is designed to comply with both the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and applicable Colorado state requirements. For questions on state-specific compliance, contact hello@patientswaps.com.
PatientSwaps is a healthcare technology platform, not a healthcare provider, referral agency, or patient placement service. Clinical decisions, facility selection, and transfer arrangements are the sole responsibility of healthcare facilities and licensed clinical staff. PatientSwaps provides software tools for information sharing and operational management only.
PatientSwaps does not provide medical advice, clinical recommendations, or healthcare services. All clinical decisions and patient care determinations must be made by licensed healthcare providers employed by or retained by the facility.