DrChrono Terms and Conditions

Last updated: September 10, 2025

EverHealth Solutions Inc. doing business as DrChrono (“Company”) requires users of its websites and services, including any entity executing an order form (“Customer”) that references these terms to accept and adhere to these terms and conditions (the, “Agreement”). This Agreement governs the purchase and use of Company’s services and is accepted by executing an order form that references this Agreement or by using or accessing Company’s services. Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the services following such period, the updated Agreement will be deemed accepted.

1. ORDER FORM.

Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will include the specific services being ordered and the associated fees and any additional terms as applicable (herein referred to collectively as the “Service”). Upon execution by both parties, each additional Order Form will be deemed an addendum hereto and will be subject to all of the terms and conditions herein. Any one of Customer’s subsidiaries or affiliates may also order services under this Agreement by entering into an Order Form signed by such subsidiary or affiliate and Company and agreeing to be bound by the terms of this Agreement and such Order Form.

2. SOFTWARE/SERVICE.

2.1. Rights for Use.

2.1.1. Software.

Company hereby grants to Customer during the term of this Agreement a non-exclusive, non-transferrable (except as provided herein) right to access and use the Service which includes any written materials including user guides, templates, documentation and training materials provided by Company. Customer shall be responsible for each user’s use of the Service in accordance with the terms of this Agreement.

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

2.3. Accounts; Security. Access to or use of certain portions and features of the Service may require Customer to create an account (“Account”). Customer represents that all information provided by it is current, accurate, complete, and not misleading. Customer further warrants that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. Customer is entirely responsible for maintaining the confidentiality and security of its Account(s), including the password(s). Accounts are not transferrable. Customer agrees to promptly notify Company if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its Account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the Account(s). A unique user login is required for each person utilizing Customer’s master account, or other data generated through the use of the Service. Any sharing of such data to reduce the number of licenses required or sharing account information in any way is strictly prohibited.

2.4. Restrictions on Use. In accessing or using the Service, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service; (c) apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Service any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store PCI-regulated data in fields not approved by the Company for such information within the Service. (f) input or transmit through or to the Service any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service or grant unauthorized access thereto; (g) use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (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 way; or (j) permit any third party to use or access the Service other than Company’s direct employees, contractors, or agents who are acting on Company’s behalf.

2.5. Audit. Company shall have the right to monitor Customer’s use of the Service to verify compliance with this Agreement by electronically monitoring Customer activity or by conducting an on-site audit either by Company or through its agent, upon reasonable notice and during normal business hours, not more than once per year. If monitoring or audit activities reveal the number of users is in excess of Customer’s paid licenses or that Customer is using the Service in excess of any license limitations as specified in any relevant Order Form, Customer will pay additional Fees due to Company based on the first date of Customer’s breach and Company reserves the right to increase the Fees under the Agreement to align with Client’s historical usage and then-current pricing of the appropriate license.

2.6. Text Message Compliance. Mobile carriers supporting Company’s text message services may impose fines of up to $2,000 per incident for misuse of text messaging services to send messages with inappropriate content. Customer will be solely responsible for text messages sent from its account, including the payment of any fines imposed due to such text messages. Mobile carriers have established that content violations include text messages that: (a) involve manipulating individuals into disclosing privacy information, such as credit card or social security numbers, including any phishing, smishing, and social engineering; (b) messages that contain illegal content, including mentions of substances like cannabis, marijuana, CBD, illegal prescriptions, and solicitation; and (c) messages that contain content related to sex, hate, alcohol, firearms, and tobacco (SHAFT). This list is non-exhaustive and determinations of content violations are subject to the mobile carrier’s discretion. This policy applies to SMS or MMS, Short Code, Toll-Free, and 10DLC transmissions. Company reserves the right to suspend or revoke access to the Services or terminate this Agreement for repeated content violations.

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

2.8. FHIR API Access. If Customer elects to use the Service’s Fast Healthcare Interoperability Resources (FHIR) application programming interfaces (“FHIR APIs”), Customer acknowledges and agrees that: (a) FHIR API access is provided to facilitate data interoperability in accordance with applicable U.S. regulations, including the 21st Century Cures Act and CMS interoperability rules; (b) Customer is solely responsible for its compliance with such regulations and for ensuring that any third-party applications or recipients accessing Customer’s data via the FHIR APIs have proper authorization and patient consent where required; (c) Company does not validate the regulatory or security compliance of third-party applications connecting through FHIR APIs and disclaims any liability arising from third-party use of data; (d) Customer shall not use the FHIR APIs to transmit or store data in violation of applicable law, including HIPAA and applicable privacy and security regulations; (e) Company may implement reasonable limitations on FHIR API usage, including rate limits and access controls, and may suspend or revoke access in the event of security concerns or non-compliance; and (f) Customer remains responsible for all activities performed through its FHIR API credentials and must promptly notify Company of any suspected unauthorized use.

2.9. Maintenance. Customer agrees that Company may install software updates, error corrections, and software upgrades to the Service as Company deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Service for purposes of this Agreement. Company will have no liability for modifications to, or suspension or discontinuance of the Service, or any part thereof, whether with or without notice to Customer.

2.10. Applicable Laws. 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 or any information data or Customer Data (as defined below) in violation of or to violate any law, rule or regulation. This includes, but is not limited to, obtaining prior express written consent for any automatic calls or text messages as required by the Telephone Consumer Protection Act (TCPA). Ensuring Customer’s use of the Service is compliant with applicable laws is the responsibility of Customer. In addition to laws and regulations, Customer will comply with applicable Medicare and third-party payer rules and policies related to treatment, reimbursement and billing procedures. Customer will be responsible for ensuring medical necessity and for accurately documenting medical services rendered and submitted for billing. Customer will immediately notify Company of any errors in data submitted to Company that may affect Customer's billings.

2.11. Suspension of Service. Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer has failed to pay any amounts due and owing. In the case of (a) or (b) Company will give Customer prior notice if reasonable and will ensure that the Service is restored as soon as possible after the event given rise to suspension has been resolved to Company’s reasonable satisfaction.

3. CUSTOMER DATA.

3.1. Data Licenses. As between Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Services, Company may store and maintain Customer Content for a period of time consistent with Company’s standard business processes for the Service. Following expiration or termination of the Agreement or a Customer account, if applicable, Company may deactivate the applicable Customer account(s) and delete any data therein. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement, the Business Associate Agreement attached as Exhibit A hereto and the applicable Order Form. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by Company to perform the Services. The Service does not replace the need for Customer to maintain regular backups or redundant data archives. Company has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Content.

3.2. Data Import. If applicable, Customer will provide data to be imported into the Service in an acceptable format as specified by Company, and Customer will provide to Company any such data in a timely manner and no later than 30 days after the Effective Date or any relevant Order Form. Company will not be able to import data or provide Services if files are improperly formatted, corrupt, incompatible, or contain errors or malicious code.

3.3. Data Export. As specified in any relevant Order Form or Statement of Work (“SOW”) between the parties, if Customer requests Company to provide professional services for the export of any Customer Content, Company will provide to Customer the applicable Customer Content export file via Company’s designated secure delivery method as feasible. Customer agrees that any such Customer Content export files are provided by Company as-is and that Company is not responsible for any errors or omissions in the export file or for any corruption of the Customer Content that may occur. Customer further agrees that Company may charge Customer for all reasonable costs and expenses associated with such export services, including but not limited to service fees, labor, postage, shipping, packaging, external storage media (such as hard drives or USB drives), and any other applicable materials or delivery charges. Any such fees will be communicated to Customer in advance where practicable. Additionally, Company makes available certain self-service data export functionality (such as B10 export tool), which may allow Customer to export designated Customer Content without Company intervention and at no additional charge. Use of such functionality is subject to the terms of this Agreement and any technical, security, or contractual limitations applicable to the Service.

3.4. Non-System of Record for Charge Capture Service. Customer acknowledges and agrees that the charge capture services provided under this Agreement are not intended to function as a system of record for any data or information. Any data or information processed or generated through the Service is intended solely for the purpose specified in each Service's description. Furthermore, Customers expressly acknowledge that they have no expectation that any data they enter or access via the charge capture services will be available through the Service in the future. The Company makes no assurances as to the duration that data will be stored. The Company takes no responsibility for the accuracy of data it imports from third-party sources on behalf of its Customer. The Customer shall maintain its own separate systems of record for its data and information needs.

3.5. Data Purge and Deletion. Customer acknowledges that the Service may implement automated purge processes to delete data after a defined retention period or in accordance with Company’s internal data lifecycle policies. Company may remove or delete data without notice, and Customer agrees that any “delete” function within the Service constitutes a soft delete only, removing data from user view without permanently deleting it from Company systems. Permanent deletion requests must be submitted to Company in writing and may be subject to verification.

3.6. Imported Third-Party Data. Company makes no representations or warranties regarding the accuracy, completeness, or reliability of any data imported into the Service from third-party sources at the direction of Customer. Customer is solely responsible for reviewing, verifying, and relying on such data and for ensuring that all necessary authorizations for the transmission and use of such data have been obtained.

3.7. Requested Data Feeds. If Customer requests that Company 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 shall further ensure that data providers do not knowingly include psychotherapy notes or related data in any such feeds.

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

3.9. Data Handling. Customer requesting that the Company obtain a data feed on their behalf shall assume full responsibility for obtaining the necessary permissions to receive that data. The Customer shall bear the full responsibility for ensuring that data suppliers do not include psychotherapy data in any data feed provided to the Company. Furthermore, it is the Customer's responsibility to ensure that all necessary authorizations for the transmitted data are obtained by the Customer and provided to the Company.

3.10. Aggregated Data. Customer agrees that, subject to Company’s confidentiality obligations in this Agreement, Company may (a) capture data regarding the use of the Service by Customer and its end users, (b) collect metrics and data included in the Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data or in violation of applicable law.

4. CUSTOMER RESPONSIBILITES.

Customer is responsible for its use of the Service and ensuring that all data entered into the Service is accurate, lawful, and appropriate. Customer is strictly prohibited from uploading images of credit cards, checks, or other financial account information into the Service, except in fields specifically designated for the secure entry of such information. Customer shall not enter any credit card, bank account, or financial account details into any field not expressly intended for that purpose. Customer must comply with all applicable laws, regulations, and card network rules in connection with its use of the Service. If Customer engages any third-party service provider, contractor, or agent to access or use the Service on Customer’s behalf, Customer remains fully responsible for such party’s compliance with this Agreement. Customer shall ensure that any such third party is subject to written obligations of confidentiality and compliance no less protective than those set forth herein. Under no circumstances shall Company be liable for any acts or omissions of any third party acting on Customer’s behalf.

5. THIRD-PARTY LICENSED CONTENT AND SERVICES.

5.1. American Medical Association Content. As part of the Services, Company may provide Customer use of certain licensed content (“AMA Licensed Content”) from the American Medical Association (“AMA”). Such AMA Licensed Content is made available to Customer subject to the AMA End User Agreement attached as Exhibit B hereto, and Customer acknowledges that access to such content may be subject to applicable licensing fees. Customer understands that these terms and conditions, including any applicable fees, are subject to change from time to time and agrees to cooperate in the execution of an amendment to this Agreement to update Exhibit B as may be required by the AMA.

5.2. American Hospital Association Content. As part of the Services, Company may provide Customer use of certain licensed content (“AHA Licensed Content”) from Health Forum a wholly-owned subsidiary of the American Hospital Association (“AHA”). Such AHA Licensed Content is made available to Customer subject to the Health Forum End User Agreement attached as Exhibit F hereto, and Customer acknowledges that access to such content may be subject to applicable licensing fees. Customer understands that these terms and conditions, including any applicable fees, are subject to change from time to time and agrees to cooperate in the execution of an amendment to this Agreement to update Exhibit F as may be required by Health Forum.

5.3. Nabla End User License Agreement. As part of the 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 hereto, and Customer acknowledges that access to such services may be subject to applicable licensing fees. Customer understands that the Nabla EULA, including any applicable fees, is subject to change from time to time in Nabla’s sole discretion and agrees to cooperate in the execution of an amendment to this Agreement to update Exhibit E as may be required by Nabla.

5.4. American Psychiatric Association Content. As part of the Services, Company may provide Customer use of certain licensed content (“APA Licensed Content”) from the American Psychiatric Association (“APA”). Such APA Licensed Content is made available to Customer subject to the APA End User Agreement attached as Exhibit G hereto, and Customer acknowledges that access to such content may be subject to applicable licensing fees. Customer understands that these terms and conditions, including any applicable fees, are subject to change from time to time and agrees to cooperate in the execution of an amendment to this Agreement to update Exhibit G as may be required by the APA.

5.5. Fax Services. As part of the Services, Company may provide Customer use of certain faxing services (“Faxing Services”) from third-party service provider. Such Faxing Services are made available to Customer subject to the Faxing Services Addendum attached as Exhibit D hereto, and Customer acknowledges that access to such content may be subject to applicable licensing fees. Customer understands that these terms and conditions, including any applicable fees, are subject to change from time to time.

6. PAYMENT PROCESSING AND RELATED SERVICES.

6.1. Payment Processing Services. Customer has the option to accept payments through the Service (the “Payment Processing Services”), subject to Customer’s eligibility to enroll in the Payment Processing Services. The terms and conditions of this Section apply to Customer only if Customer enrolls in the Payment Processing Services. The Payment Processing Services are provided by a third-party payment processor as a third-party offering (each a “Third-Party Payment Processor”). Customer’s use of the Payment Processing Services will be subject to a separate payment processing agreement solely between Customer and the Third-Party Payment Processor. Customer agrees that Customer and its affiliates will comply with the terms and conditions of any applicable payment processing agreements, privacy policies, and any other related documentation provided by or on behalf of the Third-Party Payment Processor, and any applicable card network rules, policies, laws, and regulations at all times while using such Payment Processing Services. By enrolling in the Payment Processing Services, Customer agrees to the applicable Third-Party Payment Processor’s payment processing agreement, privacy policy, and any other related terms and conditions, including fees charged to the Customer by Third-Party Payment Processors for the Payment Processing Services. Company is not liable for the acts or omissions of any third party, including any Third-Party Payment Processor.

6.2. Payment Processing Fees. In addition to any fees Customer agrees to pay to a Third-Party Payment Processor, Customer will also pay fees to the Company for the Payment Processing Services. Fees for the Payment Processing Services are subject to change at the Company’s discretion. The standard fees for the Payment Processing Services are posted at https://www.drchrono.com/drchrono-standard-pricing-details/ (the “Posted Fees). If Customer’s fees for the Payment Processing Services are subject to an alternative arrangement to the Posted Fees, Company will provide Customer with such fee arrangement in writing.

6.3. Customer Financing. 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 providing the financing. Company is not liable for the acts or omissions of any third-party providing financing to Customer.

7. THIRD-PARTY SERVICES.

Except as otherwise agreed by Company in writing or subject to the Company’s API Development Terms and Conditions, Customer is prohibited from linking to the Service, framing of all or any portion of the Service, and the extraction of data from the Service. Company reserves the right to disable any unauthorized links or frames. Company will not be responsible and expressly disclaims any liability for any third-party services that Customer may use or connect to through the Service, including any responsibility for the availability of such third-party services. If Customer activates any APIs or links to enable data sharing through the Service with any third parties or directs Company to do so on its behalf, Customer thereby authorizes Company to send and receive Customer Content with any such activated service and represents and warrants to Company that Customer has all appropriate right and title to grant such authorization. Customer will be solely responsible for any third-party fees related to the third-party services and compliance with any applicable third-party service terms.

8. AI-GENERATED CONTENT.

The websites and Service offered by Company may, in whole or in part, contain content and features generated by an artificial intelligence language model, which model is provided by a third party (the “AI Content”). Company makes no representations about the suitability, reliability, accuracy, or completeness of the AI Content and disclaims, to the greatest extent permissible under applicable law, any and all liability for any errors or omissions in the AI Content. Customer is solely responsible for its interactions with and reliance on the AI Content. Customer acknowledges that AI Content is not intended to constitute professional advice, including but not limited to medical, legal, financial, or compliance advice, and should not be relied upon as the sole basis for decision-making in any such areas. In particular, Customer acknowledges that AI Content provided in connection with medical summaries, clinical coding, or related healthcare workflows is for informational purposes only and must be independently reviewed and verified by qualified professionals prior to reliance or use in clinical decision-making, diagnosis, treatment, billing, or regulatory submissions. Company disclaims any responsibility for Customer’s use of AI Content in any regulated or high-risk context without such independent review. Customer assumes all risk associated with its use of AI Content in these settings.

9. REVENUE CYCLE MANAGEMENT.

Revenue cycle management services means billing patients and third-party payers (“TPPs”) by Company for medical services generated by Customer and furnishing monthly summaries of accounts (“RCM Services”). If Customer orders RCM Services pursuant to any Order Form, the terms of the Revenue Cycle Management Services Addendum attached hereto as Exhibit C will apply.

10. INTELLECTUAL PROPERTY.

10.1. Proprietary Rights. Company’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.

10.2. Feedback. Customer agrees that advice, feedback, criticism, insights regarding clinical workflows, templates developed by Customer stored within Service or comments provided to Company related to the Service (“Feedback”) are given to Company and may be used by Company freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in Company’s intellectual property. Customer hereby irrevocably assigns to Company your entire right, title and interest in and to the Feedback without restriction.

11. PAYMENT AND TAXES.

11.1. Fees.

11.1.1. One-Time and Professional Fees. One-Time Fees and Professional Fees as identified in the Order Form are due as of the Effective Date and are non-refundable. Company will not be obligated to provide any Service until payment of such fees have been received in full.

11.1.2. Recurring Fees. Unless otherwise indicated in the applicable Order Form, Recurring Fees are invoiced monthly, in advance, either on the monthly anniversary of the Effective Date of the applicable Order Form or on the 1st of each month, as determined by Company’s billing system for that month’s Services. Recurring Fees are non-refundable once invoiced. If the billing cycle does not align with the Effective Date, the first invoice may include a pro-rated amount for the partial period from the Effective Date to the next billing cycle start date.

11.1.3. Go Live Services. For any Services designated in the Order Form as subject to go-live billing, Recurring Fees will begin on the earlier of either 90 days after the Effective Date of the applicable Order Form or (b) the date the Service is available for use as determined by Company, regardless of whether all integrations are active("Start Date”). The first invoice for Recurring Fees will be pro-rated for the period from the Start Date to the end of the then current calendar month. For the avoidance of doubt, if the Start Date is January 15th, Customer will be invoiced January 15th for the period from January 15th through January 31st. This Go-Live billing structure shall supersede the standard Recurring Fee billing schedule set forth above, solely for such designated Services.

11.1.4. Usage Fees. Usage Fees, as identified in the applicable Order Form, will be invoiced in arrears based on actual usage in excess of any included usage allotment specified in the Order Form. Usage Fees are effective as of the Effective Date.

11.2. Payment. Fees are set forth in the applicable Order Form (“Fees”). Fees owed by Customer to Company will be automatically debited from the bank account or other electronic payment method for which Customer has provided applicable account information and Customer hereby authorizes Company to perform all such debits. Company will send invoices to the contact(s) provided in an Order Form. Unless otherwise set forth in the applicable Order Form, Fees are due and payable upon receipt of the invoice for such Fees. If any electronic payment is declined, an administrative late charge may apply per invoice, per month, until the payment is successfully processed. Any returned check or any invoice past due may be subject to additional fees or collection efforts. Additionally, undisputed amounts that are past due will be subject to a monthly charge of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer waives the right to contest billing discrepancies that are not reported within two billing cycles. Customer agrees to pay all reasonable costs of collection in the event any amount is not paid when due. Company, upon notice to Customer, which notice may be in the form of an invoice, will have the right to change Fees effective any time, which right will include without limitation the right to charge a Fee for new features or functions of the Service or for features or functions that have previously been offered at no charge. Unless otherwise noted in the Order Form, all Fees are payable in United States Dollars, and non-refundable. Any discounts, reductions, or promotional pricing specified in an applicable Order Form will apply only during the Initial Term of that Order Form, unless otherwise expressly stated therein.

11.3. Automatic Payment Terms. Customer authorizes Company to charge the credit card information provided, or debit the bank account information provided, as applicable, beginning as of the Effective Date and monthly thereafter, for all applicable fees due as defined in the Agreement. Customer understands that this authorization will remain in effect until it is canceled in writing and agrees to notify Company in writing of any changes in Customer’s account information or termination of this authorization at least 15 days prior to the next billing date. If the payment date falls on a weekend or holiday, Customer understands that payments may be executed on the next business day. For ACH debits to a checking/savings account, Customer understands that because these are electronic transactions, these funds may be withdrawn from Customer’s account as of the payment date, and that it will have limited time to report and dispute errors. In the case the ACH transaction is returned for Non-Sufficient Funds (“NSF”) Customer understands that Company may at its discretion attempt to process the charge again within 30 days, and agrees to an additional charge for each attempt returned NSF, which will be initiated as a separate transaction from the authorized payment. Customer has certified that the business bank account information provided is enabled for ACH transactions, and agrees to reimburse Company for all penalties and fees incurred as a result of Customer’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Both parties agree to be bound by NACHA Operating Rules as they pertain to these transactions. Customer acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Customer agrees not to dispute these scheduled transactions with its bank or credit card company provided the transactions correspond to the terms indicated in this Agreement.

11.4. Upgrades and Downgrades. An upgrade or downgrade (if applicable) of Customer’s Services will not result in a pro-rated refund due to Customer this includes, but is not limited to, any Customer requests to remove user licenses from the account during any then-current term. Upgrades are effective immediately; Company will charge Customer any associated Fee increases as of the date the upgraded features are made available to Customer.

11.5. Taxes. Company Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales, use or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes for which Customer is responsible under this Agreement. Company may invoice taxes to Customer as required by local law, and Customer will pay such taxes, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

11.6. Travel Expenses. If Customer and Company mutually determine that travel is required in relation to Company’s provision of the Service, any such travel expenses including reasonable transportation, lodging and meals expenses incurred are reimbursable to Company subject to Customer’s prior written approval. In the event that Customer cancels or reschedules any travel that has already been approved by Customer, Customer will pay to Company any cancellation and change Fees related to such travel, as applicable.

12. TERM AND TERMINATION.

12.1. Term. This Agreement will be effective as of the stated date in an initial Order Form (“Effective Date”) and remain in effect until (a) all executed Order Forms have expired or been terminated or (b) terminated by either party as permitted by this Agreement. Unless otherwise stated in the Order Form the initial term will be for one year (the “Initial Term”), thereafter, the Order Form will automatically renew for successive periods equal to the initial term, unless cancelled by either party in accordance with this Agreement.

12.2. Termination. Either party may terminate this Agreement by providing 60 days’ written notice prior to the end of the then current term. Either party may terminate this Agreement immediately for a breach by the other party of any of its material terms, if the breaching party has failed to cure such breach (if curable) within 30 days of receipt of written notice from the non-breaching party describing the breach. Either party may terminate this Agreement without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within 60 days), or has a receiver or trustee appointed for substantially all of its property. Notwithstanding the foregoing, if Fees owned by Customer are more than forty-five (45) days past due, Company may terminate this Agreement immediately upon written notice, without a cure period. If Company terminates this Agreement due to Customer’s (i) failure to pay undisputed Fees that are past due, or (ii) uncured material breach, Customer shall immediately pay to Company a termination fee (“Final Payment”), calculated as the greater of:

• a) the total monthly Fees under all active Order Forms multiplied by the number of months remaining in the then-current Term; or
• b) the average monthly Fees invoiced to Customer over the three (3) most recent full months multiplied by the number of months remaining in the then-current Term. The parties agree that the Final Payment is a reasonable pre-estimate of Company’s damages resulting from early termination due to Customer’s breach, and not a penalty.

12.3. Effects of Termination. Upon the expiration or termination of this Agreement for any reason, (a) Customer will immediately cease using the Service, (b) Customer Content may be retained for 30 days and then destroyed, destroyed data cannot be recovered and Company will have no liability to Customer for such destruction; (c) upon request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement); and (d) any unpaid, undisputed amounts due through termination will become immediately due and payable.

12.4. Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Customer’s payment obligations under this Agreement.

13. CONFIDENTIAL INFORMATION.

13.1. Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The [Service], all features and functions thereof and related pricing and product plans will be the Confidential Information of Company.

13.2. Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.

13.3. Exclusions. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.

14. DISCLAIMERS.

14.1. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT COMPANY WILL CORRECT ALL ERRORS OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICE THAT ARISE FROM CUSTOMER CONTENT OR THIRD-PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

14.2. Good Faith Estimate Module Disclaimer. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AS IT RELATES TO THE GOOD FAITH ESTIMATE MODULE (“MODULE”). THE MODULE IS MADE AVAILABLE TO CUSTOMER ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. COMPANY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY USE OF THE MODULE BY THE CUSTOMER OR THIRD PARTY.

14.3. No Medical Advice Given. The Service is not an attempt to practice medicine or provide specific medical advice. The Service is not intended to be a substitute for professional medical advice, diagnosis or treatment.

14.4. Offshoring Disclaimer. The Services provided by Company involve the use of personnel or resources located in offshore locations. Offshoring refers to the transfer of certain business operations or tasks to a location outside the country in which Company primarily operates. By engaging Company’s Services, Customer acknowledges and agrees that Company may utilize offshore facilities, including but not limited to offshore teams, subcontractors, or service providers, to perform certain aspects of the Services. Customer acknowledges that it is solely responsible for ensuring its compliant use of Company’s services.

15. LIMITATION OF LIABILITY.

IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO COMPANY IN THE 3 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

16. INDEMNIFICATION.

Customer agrees to defend and indemnify Company and its affiliates from and against any legal action, demand, suit, or proceeding brought against Company or its affiliates by a third party arising out of or related to the Customer Content or Customer’s use of the Service.

17. PUBLICITY.

Customer hereby consents to Company identifying Customer as a customer by name and logo in Company’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, Company will have 30 days to process Customer’s request.

18. ASSIGNMENT.

Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.

19. NOTICES.

Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to provide notice to Company, Customer will send notice via email to: support@drchrono.com. Company will send notices to one or more contact(s) on file for Customer. Notices from Company, other than for a breach of this Agreement may be provided within the Service.

20. ATTORNEY’S FEES.

In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.

21. RELATIONSHIP OF THE PARTIES.

This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.

22. NO THIRD-PARTY BENEFICIARIES.

This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

23. EQUITABLE REMEDIES.

Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.

24. FORCE MAJEURE.

Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.

25. LIMITATION OF CLAIMS.

No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first have actual knowledge of the facts giving rise to the cause of action.

26. FCPA COMPLIANCE.

Customer will comply with the United Stated Foreign Corrupt Practices Act (as amended) and any analogous law or regulations existing in any other country or region, in connection with its performance under this Agreement. Customer shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to compensation derived from this Agreement, to government or political party officials, candidates for government or political office, or representatives of other businesses or persons acting on behalf of the foregoing, that would violate any applicable law, rule or regulation.

27. EXPORT COMPLIANCE.

Customer must comply with United States, foreign and international laws and regulations, including without limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the [Service] including technical data and any [Service] deliverables provided under this Agreement and Customer agrees to comply with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer is responsible for ensuring that no data, information, software programs and/or materials resulting from the [Service] (or direct product thereof) will be exported directly or indirectly in violation of these laws. Customer will indemnify Company for any violation by Customer of any applicable export controls or economic sanctions laws and regulations.

28. GOVERNING LAW, JURISDICTION AND VENUE.

This Agreement will be governed by and construed in all respects in accordance with the laws of the state of Colorado, without regard to its conflicts of laws principles. Each party hereby consents to the exclusive venue and jurisdiction of the federal courts of Denver, Colorado.

29. SEVERABILITY, WAIVER AND AMENDMENT.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.

30. COUNTERPARTS, ENTIRE AGREEMENT AND ORDER OF PRECEDENCE.

This Agreement or any Order Form may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement, together with any Order Form(s) and the Business Associate Agreement states the entire agreement of the parties regarding the subject matter of this Agreement, and supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. If an ambiguity or conflict exists among the documents the order of precedence will be: (a) the terms and conditions of an Order Form; (b) the terms and conditions of the Business Associate Agreement; (c) the terms and conditions of any RCM Services Addendum, as applicable; and (c) the terms and conditions of this Agreement. Any preprinted terms on any purchase order are hereby expressly rejected by Company and will be of no force or effect.