Terms of Service

1. Acceptance of Terms

By accessing or using Clinic OS Pro (a business name registered in Ontario, Canada, BIN 1001580753) ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms") and our Privacy Policy.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, do not use the Service.

We may modify these Terms at any time. We will provide notice of material changes via email or in-app notification. Continued use after changes constitutes acceptance. If you disagree with changes, you must stop using the Service and terminate your account.

2. Services Description

2.1 Clinic OS Pro (SaaS Platform)

Clinic OS Pro provides:

• Integration with Electronic Medical Records (EMR) systems to import patient visit data
• Automated identification of patients at risk of dropping off their plan of care
• Task lists and workflows for patient outreach
• Email and SMS messaging capabilities for patient communication
• Revenue tracking, metrics, and reporting
• Team collaboration tools

2.2 What We Are NOT

2.3 No Compliance Guarantee

We do not guarantee that your use of the Service will comply with any law, regulation, or professional obligation (including HIPAA, PIPEDA, GDPR, TCPA, CAN-SPAM, or CASL). You are solely responsible for your own compliance.

2.4 Not for Emergencies or Urgent Use

3. Eligibility

To use our services, you must:

• Be at least 18 years old
• Operate a legitimate healthcare practice or clinic
• Have legal authority to access and process patient data
• Comply with all applicable laws, including HIPAA, PIPEDA, and other healthcare privacy regulations
• Not be located in a jurisdiction where our services are prohibited

4. Account Registration

• You must provide accurate and complete registration information
• You are responsible for maintaining the security of your account credentials
• You must notify us immediately of any unauthorized access
• You are responsible for all activity under your account
• One clinic may have multiple users with different role-based permissions

5. Your Responsibilities

5.1 Anti-Spam Compliance

By using our messaging features, you represent and warrant that:

• United States (TCPA/CAN-SPAM): You have obtained prior express written consent for marketing messages and prior express consent for informational messages as required by the Telephone Consumer Protection Act
• Canada (CASL): You have express or implied consent as required by Canada's Anti-Spam Legislation
• All Jurisdictions: You will honor opt-out requests within the timeframes required by law

You are solely responsible for determining what consents are required and for their scope, form, and documentation.

5.2 HIPAA (US Clinics)

If you are a HIPAA-covered entity or business associate, you must execute our Business Associate Agreement before using the Service with Protected Health Information (PHI). You agree not to input, upload, or transmit PHI via the Service until a BAA is in place. Using the Service with PHI without a BAA is a violation of these Terms and is done at your sole risk. No BAA = No PHI access.

6. Prohibited Uses

You may NOT:

• Use the Service for any unlawful purpose
• Send spam, unsolicited messages, or messages without proper consent
• Impersonate others or misrepresent your affiliation
• Attempt to access accounts or data you're not authorized to access
• Reverse engineer, decompile, or attempt to extract source code
• Circumvent security measures or access controls
• Use the Service to store or transmit malicious code
• Interfere with or disrupt the Service's operation
• Resell or redistribute the Service without authorization
• Use automated bots or scrapers except as explicitly permitted
• Use the Service for harassment or to harm patients

7. Data Ownership & License

7.1 Your Data

You own your data. All patient information, clinic data, and content you upload remains your property. We claim no ownership of your data.

7.2 License to Us

You grant us a limited license to host, process, and transmit your data solely for the purpose of providing the Service. This license terminates when you delete your data or close your account.

7.3 Aggregated Data and Published Results

We may use anonymized, aggregated data that cannot identify any patient (and, where applicable, is de-identified in accordance with HIPAA) for benchmarking, product improvement, industry research, and our marketing, including published results and case studies. When we publish your results, we describe your practice only in general terms (for example, “an owner-led physical therapy clinic in North Carolina”) and do not name you, your practice, your staff or any patient. We will ask for your written permission before using your name, your practice's name or logo, or a quote from you. This never includes patient-identifiable information.

7.4 Our Intellectual Property

Clinic OS Pro, including its software, design, logos, methodologies, frameworks, and documentation, is owned by Clinic OS Pro and protected by intellectual property laws. You receive only a limited right to use the Service as described in these Terms.

8. Third-Party Integrations

Clinic OS Pro integrates with third-party EMR systems and services. Your use of these integrations is subject to:

• The third party's terms of service
• Your agreement with the third party
• Your responsibility to configure integrations correctly

We are not responsible for the availability, accuracy, or security of third-party services. Third-party integrations are provided "as is."

9. Messaging Features

9.1 Fair Use

Messaging is subject to monthly limits based on your subscription plan. We reserve the right to suspend messaging for accounts that abuse or exceed reasonable limits.

9.2 Content Restrictions

Messages sent through Clinic OS Pro must:

• Be related to healthcare and patient care
• Comply with all applicable laws
• Not contain false, misleading, or deceptive content
• Include proper opt-out mechanisms
• Identify your clinic as the sender

9.3 Quiet Hours

SMS messages may only be sent during reasonable hours (default: 8 AM - 7 PM in your clinic's timezone). You are responsible for configuring appropriate quiet hours.

9.4 Carrier Compliance

Messages are subject to carrier filtering and regulations. We do not guarantee delivery of all messages.

You acknowledge that message delivery and timing are not guaranteed and may be affected by carriers, gateways, filtering, or third-party systems. We are not liable for undelivered, delayed, or misrouted messages.

10. Fees & Payment

10.1 Subscription Fees

Fees are charged monthly, by card, whichever plan you are on. A 12-month plan is billed monthly at a lower rate in exchange for twelve monthly payments; cancelling before all twelve are made charges the payments left in the term. All fees are non-refundable except as required by law.

Any performance-based payment terms, delayed charges, or refund rights are set out only in a separate Sprint agreement or order form. Unless such written terms exist, all fees are non-refundable.

10.2 Late Payments

Overdue amounts may accrue interest at 1.5% per month (18% annually) or the maximum legal rate, whichever is lower. If a payment fails we will tell you and try again over the following week; patient messaging pauses if it is still unpaid after that. Nothing is deleted and you can still sign in.

10.3 Automatic Renewal

Subscriptions automatically renew unless cancelled before the renewal date.

10.4 Price Changes

We may change prices with 30 days' notice. Continued use after the price change constitutes acceptance.

10.5 Taxes

You are responsible for applicable taxes. Fees are exclusive of taxes unless stated otherwise.

11. Term & Termination

11.1 Term

These Terms remain in effect while you use the Service.

11.2 Termination by You

You may terminate your account at any time through the Service or by contacting us.

11.3 Termination by Us

We may suspend or terminate your account if:

• You violate these Terms
• You fail to pay fees when due
• Your account is used for fraudulent or illegal activity
• Required by law

11.4 Effect of Termination

An account without an active plan is archived, not terminated (see the Privacy Policy, Data Retention).

On termination:

• Your right to use the Service ends immediately
• You may request export of your data at any time until it is deleted
• We will delete your data within 90 days of the termination or of your request (except as required by law)
• Provisions that should survive termination will survive

12. Disclaimers

13. AI Limitations

13.1 AI Acknowledgments

You acknowledge and understand that:

• AI Is Not Infallible: AI may produce inaccurate, biased, or fabricated outputs ("hallucinations")
• No Guaranteed Outcomes: AI capabilities evolve constantly; results may vary
• Human Oversight Required: All AI outputs must be reviewed before implementation
• Technology Changes: AI platforms may change without notice

13.2 No AI Training on Your PHI

We do not use identifiable patient information (PHI) to train generalized AI models for use outside your account.

13.3 Your Responsibility for AI Outputs

You are solely responsible for:

• Reviewing all AI-generated outputs before use
• Verifying accuracy of AI recommendations
• Testing AI solutions before production use
• All decisions made based on AI outputs
• All consequences of implementing AI recommendations

14. Limitation of Liability

14.1 Time Limitation

Any claim must be filed within ONE (1) YEAR after the claim arose, regardless of any statute of limitations to the contrary.

15. Dispute Resolution

15.1 Informal Resolution

Before filing a formal dispute, you agree to contact us at support@clinicospro.com and attempt to resolve the dispute informally for at least 30 days.

15.2 Arbitration Agreement

Arbitration shall be conducted by JAMS under its Streamlined Arbitration Rules. The arbitration shall take place in Canada or another mutually agreed location.

15.3 Class Action Waiver

15.4 Governing Law

These Terms are governed by the laws of Canada, without regard to conflict of law principles.

15.5 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or unauthorized access to the Service.

16. Indemnification

You agree to indemnify, defend, and hold harmless Clinic OS Pro and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any laws or third-party rights
• Messages sent through the Service
• Patient complaints arising from your use of the Service
• Your failure to obtain proper consent
• Your implementation of our recommendations
• Claims by your employees, patients, or customers

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, BAA (if applicable), and DPA (if applicable), constitute the entire agreement between you and us regarding the Clinic OS Pro software platform.

If there is any conflict between these Terms and a signed BAA (for PHI), DPA (for non-PHI personal data), or a Sprint agreement (for consulting services), those specific agreements will control for their subject matter.

17.2 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

17.3 Waiver

Our failure to enforce any right does not waive that right.

17.4 Assignment

You may not assign these Terms without our consent. We may assign freely in connection with a merger or acquisition.

17.5 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control.

17.6 Regulatory Changes

We may modify the Service, features, or configurations as reasonably necessary to comply with changes in law, regulation, or industry rules (including carrier or telecom rules). We will not be liable for any impact on your workflows or revenue resulting from such compliance changes.

17.7 Notices

We may provide notices via email to your registered address or through the Service. Notices to us should be sent to support@clinicospro.com.

17.8 No Personal Liability

No owner, shareholder, director, officer, employee, or agent of Clinic OS Pro shall be personally liable for any obligations under these Terms.

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