Terms and Conditions

2.1.1. Software. Company grants Customer, during the term of this Agreement, a non-exclusive, non-transferable (except as set forth herein) right to access and use the Service, including any written materials such as user guides, templates, documentation, and training materials provided by Company. Customer is responsible for each user's use of the Service in compliance with this Agreement.

Any professional services, including implementation, configuration, training, or consulting, will be provided under an Order Form. These services are separate from the software subscription and do not provide any additional rights to the Service beyond those described in Section 2.1.

Access to or use of certain Service features may require Customer to create an account ("Account"). Customer represents that all information it provides is current, accurate, complete, and not misleading. Customer further warrants that it will maintain and promptly update that information to keep it accurate. Customer is solely responsible for protecting the confidentiality and security of its Account(s), including password(s). Accounts are non-transferable. Customer agrees to promptly notify Company if Customer knows or suspects unauthorized use of its accounts, including unauthorized or attempted access. Customer is responsible for all activity under its Account(s). Customer is also the primary account holder and is responsible for all charges incurred by additional users added to the Account(s). A unique user login is required for every person using Customer's master account or any data generated through use of the Service. Any sharing of such data to reduce required licenses, or sharing account information in any form, is strictly prohibited.

In accessing or using the Service, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign, or provide access/use to any third party in any medium; (b) derive specifications from, reverse engineer, reverse compile, disassemble, or create derivative works from the Service; (c) use systems to extract or modify Service information using technologies or methods commonly referred to as "web scraping," "data scraping," or "screen scraping"; (d) knowingly input or post through/to the Service content that is illegal, threatening, harmful, lewd, offensive, defamatory, or infringing on intellectual property, privacy, or publicity rights of others; (e) store PCI-regulated data in fields not approved by Company for that purpose in the Service; (f) input or transmit through/to the Service any virus, worm, Trojan horse, or other mechanism that could damage or impair Service operation or provide unauthorized access; (g) use or access the Service to monitor availability, performance, or functionality, or for benchmarking/competitive purposes; (h) cause, assist, allow, or permit any third party (including an end-user) to do any of the foregoing; (i) use the Service to compete with Company in any manner; or (j) permit any third party to use or access the Service other than Company's direct employees, contractors, or agents acting on Company's behalf.

Company has the right to monitor Customer's use of the Service to verify compliance with this Agreement by electronically monitoring activity or by conducting an on-site audit (by Company or its agent), upon reasonable notice and during normal business hours, not more than once annually. If monitoring or audit reveals user counts exceeding paid licenses, or Service usage exceeding any license limitations in any applicable Order Form, Customer will pay additional Fees due to Company calculated from the first date of breach, and Company reserves the right to increase Fees under this Agreement to align with Customer's historical usage and then-current pricing for the appropriate license.

Mobile carriers supporting Company's text messaging services may impose fines up to $2,000 per violation for misuse involving inappropriate message content. Customer is solely responsible for text messages sent from its account, including payment of any resulting fines. Mobile carriers have stated that content violations include messages that: (a) manipulate individuals into disclosing private information such as credit card or social security numbers, including phishing, smishing, and social engineering; (b) contain illegal content, including mentions of cannabis, marijuana, CBD, illegal prescriptions, and solicitation; and (c) include content related to sex, hate, alcohol, firearms, and tobacco (SHAFT). This list is not exhaustive, and carrier determinations are at the carrier's discretion. This policy applies to SMS/MMS, Short Code, Toll-Free, and 10DLC transmissions. Company reserves the right to suspend or revoke Service access or terminate this Agreement for repeated content violations.

If Customer uses the Service to support telehealth or telemedicine services ("Telehealth Services"), Customer acknowledges and agrees that: (a) Telehealth Services are only a communication tool and do not replace professional medical judgment or legally required physical examinations; (b) Customer is solely responsible for ensuring Telehealth Services comply with all applicable federal, state, and local laws, regulations, licensure requirements, and standards, including obtaining required patient consents and verifying patient identity/location where required by law; (c) Company does not provide medical advice or clinical services and is not liable for medical or legal determinations made by Customer or its users in connection with Telehealth Services; (d) Customer remains responsible for maintaining proper medical records, coding, and billing compliance related to Telehealth Services; (e) Customer must ensure telehealth use of the Service complies with privacy, security, and data protection laws, including HIPAA, and will not use the Service in ways that violate patient rights or confidentiality obligations; and (f) Company does not guarantee uninterrupted Telehealth Services and is not responsible for connectivity or user equipment failures affecting service delivery. Customer is responsible for notifying its users of these limitations.

If Customer elects to use the Service's Fast Healthcare Interoperability Resources (FHIR) APIs ("FHIR APIs"), Customer acknowledges and agrees that: (a) FHIR API access is provided to support data interoperability under applicable U.S. regulations, including the 21st Century Cures Act and CMS interoperability rules; (b) Customer is solely responsible for compliance with those regulations and for ensuring third-party applications or recipients accessing Customer data via FHIR APIs are properly authorized and have patient consent where required; (c) Company does not validate regulatory/security compliance of third-party applications connecting through FHIR APIs and disclaims liability arising from third-party data use; (d) Customer will not use FHIR APIs to transmit or store data in violation of applicable law, including HIPAA and related privacy/security regulations; (e) Company may apply reasonable limits on FHIR API use, including rate limits and access controls, and may suspend or revoke access due to security concerns or non-compliance; and (f) Customer remains responsible for all activity under its FHIR API credentials and must promptly notify Company of suspected unauthorized use.

Customer agrees that Company may install software updates, bug fixes, and software upgrades to the Service as Company determines necessary from time to time. All such updates, corrections, and upgrades will be considered part of the Service under this Agreement. Company has no liability for modifications to, or suspension/discontinuation of, the Service or any part of it, with or without notice to Customer.

Customer's access to and use of the Service is subject to all applicable international, federal, state, and local laws and regulations. Customer may not use the Service, any information, data, or Customer Data (defined below) in violation of any law, rule, or regulation. This includes, without limitation, obtaining prior express written consent for automatic calls or text messages as required by the Telephone Consumer Protection Act (TCPA). Ensuring lawful use of the Service is Customer's responsibility. In addition to legal requirements, Customer will comply with applicable Medicare and third-party payer rules and policies related to treatment, reimbursement, and billing procedures. Customer is responsible for ensuring medical necessity and accurate documentation of medical services rendered and submitted for billing. Customer will promptly notify Company of any errors in data submitted to Company that may impact Customer billing.

Company may immediately suspend the Service (a) to prevent damage to/degradation of the Service or unauthorized/non-compliant use; (b) for operational reasons such as repair, maintenance, improvement, or emergency; or (c) if Customer fails to pay amounts due after notice from Company. For (a) or (b), Company will provide prior notice when reasonable and will restore Service as soon as possible after the issue causing suspension is resolved to Company's reasonable satisfaction.

As between Company and Customer, all title and intellectual property rights in all electronic data/information submitted to and stored in the Service that is owned by Customer ("Customer Content") remain with Customer. Customer acknowledges and agrees that, in providing Services, Company may store and maintain Customer Content for a period consistent with Company's standard Service-related business processes. After expiration or termination of the Agreement or a Customer account (if applicable), Company may deactivate relevant Customer account(s) and delete associated data. Customer grants Company the right to host, use, process, display, and transmit Customer Content to provide Services under this Agreement, the Business Associate Agreement attached as Exhibit A, and applicable Order Form(s). Customer is solely responsible for accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights in Customer Content needed for Company to perform Services. The Service does not replace Customer's need to maintain regular backups or redundant archives. Company has no obligation or liability for loss, alteration, destruction, damage, corruption, or recovery of Customer Content.

If applicable, Customer will provide data for import into the Service in a format acceptable to Company, and will provide such data promptly and no later than 30 days after the Effective Date or applicable Order Form date. Company cannot import data or provide Services if files are improperly formatted, corrupt, incompatible, or contain errors or malicious code.

As specified in relevant Order Forms or Statements of Work ("SOW"), if Customer requests professional services from Company for export of Customer Content, Company will provide the applicable export file through Company's designated secure delivery method where feasible. Customer agrees such export files are provided as-is and that Company is not responsible for errors/omissions in export files or corruption of Customer Content that may occur. Customer further agrees that Company may charge all reasonable costs and expenses related to export services. Company also offers certain self-service export functionality (such as the B10 export tool), which may allow Customer to export designated Customer Content without Company intervention and at no extra charge. Use of such functionality is subject to this Agreement and applicable technical, security, or contractual Service limitations.

Customer acknowledges and agrees that charge capture services under this Agreement are not intended to function as a system of record for any data or information. Data/information processed or generated through the Service is intended only for the purpose specified in each Service description. Customer expressly acknowledges no expectation that data entered or accessed through charge capture services will be available through the Service in the future. Company makes no guarantee about data storage duration. Company assumes no responsibility for accuracy of data imported from third-party sources on Customer's behalf. Customer must maintain separate systems of record for its own data/information needs.

Customer acknowledges that the Service may apply automated purge processes deleting data after defined retention periods or under Company internal data lifecycle policies. Company may remove/delete data without notice, and Customer agrees any in-Service "delete" function performs only a soft delete (removing data from user view without permanent deletion from Company systems). Permanent deletion requests must be submitted in writing and may require verification.

Company makes no representations or warranties as to accuracy, completeness, or reliability of data imported into the Service from third-party sources at Customer's direction. Customer is solely responsible for reviewing, validating, and relying on such data, and for ensuring all required authorizations for transmission/use have been obtained.

If Customer asks Company to obtain a data feed on its behalf, Customer is solely responsible for obtaining all required consents, permissions, and authorizations, including patient authorizations where legally required. Customer must also ensure data providers do not knowingly include psychotherapy notes or related data in any such feeds.

From time to time, Company may receive data feeds not filtered to a specific end user ("Unfiltered Feeds"). Such data is received and stored by Company in its own capacity, not as an agent of any Customer. The supplying third party remains the data owner and is solely responsible for ensuring proper rights/consents for data sent to Company. Company may temporarily retain such data to facilitate future matching to an active Customer account.

A Customer requesting Company obtain a data feed on its behalf assumes full responsibility for obtaining required permissions to receive that data. Customer bears full responsibility for ensuring data suppliers do not include psychotherapy data in feeds provided to Company. Customer is also responsible for ensuring all required authorizations for transmitted data are obtained by Customer and provided to Company.

Customer agrees that, subject to Company confidentiality obligations in this Agreement, Company may (a) capture data regarding use of the Service by Customer and end users, (b) collect metrics and data included in Customer Content, and (c) aggregate/analyze metrics and data collected under (a) and/or (b) (collectively, "Aggregated Data"). Customer agrees Company may use, reproduce, distribute, and prepare derivative works from Customer Content solely as incorporated into Aggregated Data, provided Company will never use Aggregated Data in a way that identifies Customer or its users as the source, or in violation of applicable law.

As part of Services, Company may provide Customer access to certain licensed content ("AMA Licensed Content") from the American Medical Association ("AMA"). AMA Licensed Content is provided subject to the AMA End User Agreement attached as Exhibit B, and Customer acknowledges access may require licensing fees.

As part of Services, Company may provide Customer access to certain licensed content ("AHA Licensed Content") from Health Forum, a wholly-owned subsidiary of the American Hospital Association ("AHA"). AHA Licensed Content is provided subject to the Health Forum End User Agreement attached as Exhibit F.

As part of Services, Company may provide Customer access to certain services ("Nabla Services") subject to the Nabla End User License Agreement ("Nabla EULA") attached as Exhibit E, and Customer acknowledges access may require licensing fees.

As part of Services, Company may provide Customer use of certain licensed content ("APA Licensed Content") from the American Psychiatric Association ("APA"). APA Licensed Content is provided subject to the APA End User Agreement attached as Exhibit G.

As part of Services, Company may provide Customer use of certain fax services ("Faxing Services") from a third-party provider. Faxing Services are provided subject to the Faxing Services Addendum attached as Exhibit D.

Customer may choose to accept payments through the Service ("Payment Processing Services"), subject to eligibility requirements. Payment Processing Services are provided by a third-party payment processor (each, a "Third-Party Payment Processor"). Customer use of these services is governed by a separate payment processing agreement solely between Customer and the Third-Party Payment Processor. Company is not responsible for acts/omissions of third parties, including any Third-Party Payment Processor.

In addition to fees Customer pays to a Third-Party Payment Processor, Customer will also pay Company fees for Payment Processing Services. Company may change these fees at its discretion.

Company does not provide financing but may partner with a third party, such as Stripe, Inc., through which Customer may access financing offers. Customer acknowledges and agrees that such financing is provided solely by the third-party financing provider. Company is not liable for acts/omissions of any third-party financing provider.

Company intellectual property, including the Service, trademarks, copyrights, and any modifications (excluding Customer Content within the Service), remains the exclusive property of Company and its licensors. No rights/licenses are granted except the limited rights expressly stated in this Agreement.

Customer agrees that advice, feedback, criticism, insights regarding clinical workflows, templates created by Customer and stored in the Service, or comments provided to Company about the Service ("Feedback") are provided to Company and may be used freely and without restriction, and do not grant Customer any interest, ownership, or royalty in Company intellectual property.

11.1.1. One-Time and Professional Fees. One-Time Fees and Professional Fees identified in an Order Form are due on the Effective Date and are non-refundable. Company is not required to provide any Service until those fees are paid in full.

11.1.2. Recurring Fees. Unless stated otherwise in an Order Form, Recurring Fees are invoiced monthly in advance, either on the monthly anniversary of the Order Form Effective Date or on the 1st of each month, as determined by Company billing systems for that month's Services. Recurring Fees are non-refundable once invoiced.

11.1.3. Go Live Services. For Services designated in an Order Form as go-live billed, Recurring Fees begin on the earlier of (a) 90 days after the applicable Order Form Effective Date or (b) the date Service is available for use as determined by Company, regardless of integration status.

11.1.4. Usage Fees. Usage Fees identified in the applicable Order Form are invoiced in arrears based on actual usage beyond any included allotment in the Order Form.

Fees are defined in applicable Order Forms ("Fees"). Fees owed by Customer to Company will be automatically debited from Customer's bank account or other electronic payment method for which Customer has provided account information, and Customer authorizes Company to make such debits. Unless otherwise stated in an applicable Order Form, Fees are due upon invoice receipt. Undisputed overdue amounts are subject to a monthly charge of 1.5% or the maximum lawful rate, whichever is lower. Unless otherwise stated in an Order Form, all Fees are in U.S. Dollars and non-refundable.

Customer authorizes Company to charge provided credit card information or debit provided bank account information, as applicable, beginning on the Effective Date and monthly thereafter for all fees due under this Agreement. Customer understands this authorization remains in effect until canceled in writing and agrees to notify Company in writing of account changes or termination of authorization at least 15 days before next billing date.

Service upgrades or downgrades (if applicable) will not result in prorated refunds to Customer. Upgrades take effect immediately, and Company will charge associated increased Fees as of the date upgraded features become available.

Company Fees exclude local, state, federal, and foreign taxes, levies, or duties of any kind, including VAT, sales, use, or withholding taxes ("Taxes"). Customer is responsible for paying all Taxes Customer is responsible for under this Agreement.

This Agreement is effective as of the date stated in the initial Order Form ("Effective Date") and remains in effect until (a) all executed Order Forms have expired or been terminated, or (b) either party terminates as permitted herein. Unless otherwise stated in an Order Form, the initial term is one year ("Initial Term"); thereafter the Order Form automatically renews for successive periods equal to the initial term unless canceled by either party under this Agreement.

Either party may terminate this Agreement with 60 days' written notice before end of the current term. Either party may terminate immediately for the other party's material breach if the breaching party fails to cure (if curable) within 30 days after written notice describing breach. If Company terminates due to Customer's failure to pay undisputed overdue Fees or uncured material breach, Customer must immediately pay Company a termination fee ("Final Payment") equal to the greater of: (a) total monthly Fees under all active Order Forms multiplied by months remaining in the current Term; or (b) average monthly Fees invoiced to Customer over the three (3) most recent full months multiplied by months remaining in the current Term.

Upon expiration/termination for any reason: (a) Customer must immediately stop using Service; (b) Customer Content may be retained for 30 days then destroyed, and destroyed data cannot be recovered; (c) upon request, each party will return/destroy the other party's Confidential Information; and (d) unpaid, undisputed amounts due through termination become immediately due and payable.

Any provisions expressly or impliedly intended to survive termination/expiration will survive and continue binding the parties, including confidentiality, representations/warranties, indemnification, limitations of liability, intellectual property, and Customer payment obligations.

"Confidential Information" means any information disclosed by one party to the other, orally or in writing, designated confidential or reasonably understood by the receiving party to be confidential, even if not explicitly designated. The Service, all related features/functions, and pricing/product plans are Company Confidential Information.

Each party agrees to protect the other party's Confidential Information using the same level of safeguards it uses for its own similar confidential information (and in no case less than reasonable safeguards), and not use such information except as needed to perform obligations or exercise rights under this Agreement.

Receiving party has no obligations under this Section for information that: (a) is or becomes publicly available other than due to receiving party breach; (b) is or becomes available to receiving party from a source other than disclosing party; (c) was in receiving party possession before disclosure; or (d) is independently developed without reference to Confidential Information.