Client Portal Terms

1. AGREEMENT TO TERMS

1.1 These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and PracticeRunner LLC ("PracticeRunner," "we," "us," or "our") governing your access to and use of the PracticeRunner Client Portal, including any related websites, mobile interfaces, applications, features, content, and services (collectively, the "Portal"). The Portal is made available to you by your healthcare provider ("Provider") for administrative and communication purposes in connection with services provided by your Provider.

1.2 Acceptance of Terms. By creating an account and affirmatively clicking "I Agree" (or a similar acknowledgment) at the time of registration or login, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any additional policies, guidelines, or agreements incorporated herein by reference, including but not limited to any applicable Privacy Policy or Provider-specific policies. If you do not agree to these Terms, you must not create an account or access or use the Portal.

1.3 Electronic Contract and Signature. You acknowledge and agree that these Terms constitute a legally binding electronic contract. Your affirmative acceptance of these Terms by clicking "I Agree" (or similar acknowledgment) constitutes your electronic signature and assent to these Terms, with the same force and effect as a handwritten signature under applicable law, including the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001) and the Uniform Electronic Transactions Act (e.g., Cal. Civ. Code § 1633.7). We maintain records of your acceptance for evidentiary purposes, which may include the version of the Terms presented, the date and time of acceptance, the user account associated with the acceptance, and certain technical metadata.

1.4 Capacity; Minors; Proxy Access. You represent and warrant that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, and that you possess the full legal capacity, right, and authority to enter into and comply with these Terms. If you access or use the Portal on behalf of a minor, dependent, or other individual, you represent and warrant that you are the parent, legal guardian, or otherwise legally authorized personal representative of such individual and that you have the legal authority to act on such individual's behalf, subject to applicable law. You agree to provide accurate and complete information regarding your authority and to promptly update such information if it changes. Proxy access and permissions are determined by the applicable healthcare provider ("Provider"), not PracticeRunner, and may be granted, limited, or revoked based on applicable law, including federal and state privacy laws, and the Provider's policies and verification procedures. Access to certain information may be restricted where a minor or other individual has the legal right to consent to care or control access to their health information. PracticeRunner reserves the right to suspend or terminate proxy access where it reasonably believes that the asserted authority is invalid, inaccurate, or inconsistent with applicable law or Provider determinations.

1.5 You further represent and warrant that all information you provide in connection with your use of the Portal is true, accurate, current, and complete, and you agree to maintain and promptly update such information as necessary to ensure its accuracy.

1.6 You agree that your access to and use of the Portal will comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to laws relating to privacy, data protection, electronic communications, and healthcare information. You further agree not to use the Portal for any unlawful, fraudulent, or abusive purpose.

1.7 PracticeRunner reserves the right, in its sole discretion, to deny, restrict, suspend, or terminate your access to the Portal at any time if it determines that you have violated these Terms or applicable law, or if your use of the Portal poses a risk to the security or integrity of the system.

1.8 These Terms may be supplemented or modified by additional terms presented to you in connection with specific features or services within the Portal, and such additional terms are hereby incorporated into these Terms by reference. In the event of a conflict between these Terms and any additional terms, the additional terms shall control solely with respect to the applicable feature or service.

1.9 If you do not agree to these Terms, or if you do not have the legal authority to accept them, you must immediately discontinue use of the Portal and refrain from accessing any portion of the system. Continued use of the Portal constitutes your ongoing acceptance of these Terms as they may be updated from time to time.

2. NO MEDICAL ADVICE; NOT FOR EMERGENCIES

2.1 PracticeRunner is a technology services provider that develops and maintains software platforms for use by healthcare providers and does not itself provide medical care, clinical services, diagnosis, treatment, or medical advice of any kind. Nothing contained in the Portal shall be construed as the practice of medicine or any other licensed profession by PracticeRunner.

2.2 The Portal is provided solely as an administrative and communication tool to facilitate interactions between you and your Provider, including but not limited to scheduling, billing, document exchange, and limited messaging where enabled. The Portal is not intended to replace, substitute for, or supplement direct consultation, evaluation, or treatment by a qualified healthcare professional.

2.3 Any information, content, forms, messages, or materials made available through the Portal, whether provided by your Provider or otherwise, are for general informational and administrative purposes only and do not constitute medical advice. You agree that you will not rely on any such information as a substitute for professional medical judgment, diagnosis, or treatment.

2.4 You acknowledge and agree that PracticeRunner does not review, monitor, screen, evaluate, or verify the medical accuracy, completeness, or appropriateness of any content or communications transmitted through the Portal, and PracticeRunner shall have no responsibility or liability for any reliance placed on such information. Notwithstanding the foregoing, PracticeRunner may access, review, or process content solely as necessary for purposes of system administration, security, technical support, fraud prevention, or legal and regulatory compliance, and not for the purpose of providing medical advice or evaluating clinical content.

2.5 The Portal is not designed, intended, or maintained for real-time monitoring or response to communications, and it is not appropriate for urgent, time-sensitive, or emergency medical communications. Messages submitted through the Portal may not be reviewed or responded to immediately or within any specific timeframe.

2.6 You expressly agree that you will not use the Portal to seek emergency medical assistance or to communicate urgent medical conditions. In the event of a medical emergency or a situation requiring immediate medical attention, you must immediately call 911, contact local emergency services, or proceed to the nearest emergency room or urgent care facility.

2.7 You further acknowledge that delays in communication, system outages, technical failures, or human error may occur, and that reliance on the Portal for urgent medical needs could result in serious harm or injury. You assume full responsibility for ensuring that you seek appropriate and timely medical care outside of the Portal when necessary.

2.8 The Portal is not intended for use in connection with medical emergencies or urgent, time-sensitive health conditions. To the fullest extent permitted by law, PracticeRunner is not responsible for any harm arising from your decision to use the Portal for emergency or time-sensitive medical needs contrary to these Terms, including any failure to obtain timely medical care. Nothing in these Terms limits or excludes liability to the extent such limitation or exclusion is prohibited by applicable law, including liability arising from PracticeRunner's fraud, willful misconduct, or gross negligence, or any violation of applicable law.

2.9 You acknowledge and agree that your Provider is solely responsible for all medical care, clinical decisions, and communications relating to your health, and that PracticeRunner bears no responsibility for any acts or omissions of your Provider in connection with your care.

3. RELATIONSHIP OF THE PARTIES

3.1 You acknowledge and agree that your healthcare relationship, including all medical care, treatment decisions, diagnoses, and clinical services, exists solely between you and your healthcare provider ("Provider"), and that PracticeRunner is not a party to, and has no responsibility for, such relationship.

3.2 PracticeRunner is an independent technology services provider that offers software, hosting, and administrative tools designed to assist Providers in managing their practices, including patient intake, scheduling, billing, and communication functions. PracticeRunner does not provide healthcare services, medical treatment, or clinical decision-making of any kind.

3.3 Nothing in these Terms, nor your use of the Portal, creates or is intended to create any physician-patient, therapist-client, fiduciary, agency, joint venture, partnership, or employment relationship between you and PracticeRunner. You agree that PracticeRunner does not owe you any duties or obligations typically associated with healthcare providers.

3.4 PracticeRunner does not employ, supervise, control, or direct the professional judgment, medical decisions, or clinical practices of your Provider, and your Provider is solely responsible for all aspects of the healthcare services they deliver, including compliance with applicable laws, regulations, and professional standards.

3.5 You acknowledge that any information, records, diagnoses, treatment plans, or communications available through the Portal are created, entered, and maintained by your Provider, and PracticeRunner does not independently verify, validate, or guarantee the accuracy, completeness, or timeliness of such information.

3.6 PracticeRunner expressly disclaims any and all liability for the quality, safety, legality, effectiveness, or appropriateness of healthcare services provided by your Provider, including but not limited to any acts, omissions, negligence, malpractice, or professional misconduct.

3.7 You agree that any claims, complaints, or disputes relating to your medical care, treatment, billing practices, or interactions with your Provider must be directed solely to your Provider, and not to PracticeRunner, and you waive any claim against PracticeRunner arising out of or related to such matters to the fullest extent permitted by law.

3.8 To the extent the Portal facilitates communication between you and your Provider, you acknowledge that PracticeRunner acts solely as a passive conduit for such communications and does not control, monitor, or assume responsibility for the content, timing, or delivery of such communications.

3.9 You further acknowledge that PracticeRunner's role is limited to providing access to the Portal as a tool and that any reliance on the Portal for healthcare-related decisions is made solely at your own risk and under the direction of your Provider.

4. PORTAL FEATURES AND FUNCTIONALITY

4.1 The Portal may provide access to a variety of features and functionalities that are determined by PracticeRunner and/or your Provider in their sole discretion. Such features may include, without limitation, patient onboarding workflows, electronic form completion and submission, digital signature capture, appointment scheduling and management, billing display, payment processing integration, secure messaging, document storage and retrieval, and other administrative or operational tools designed to support the Provider's practice management activities. You acknowledge that the availability, scope, and configuration of such features may vary by Provider, user type, geographic location, or system version.

4.2 Access to certain features may be subject to additional eligibility requirements, authentication procedures, or acceptance of supplemental terms, policies, or disclosures imposed by PracticeRunner or your Provider. PracticeRunner reserves the right to condition access to specific features on identity verification, account status, compliance history, or technical compatibility requirements, and may restrict or limit functionality at any time where necessary to protect system integrity, security, or regulatory compliance.

4.3 PracticeRunner reserves the sole and absolute right to modify, enhance, update, suspend, or permanently discontinue any portion of the Portal or its features, whether on a scheduled or unscheduled basis, with or without notice to you. You acknowledge that such modifications may affect the availability or functionality of certain services, and PracticeRunner shall not be liable for any loss, inconvenience, or damages arising from such changes, including but not limited to loss of access to data or temporary service interruptions.

4.4 You acknowledge and agree that the Portal is provided on a commercially reasonable efforts basis and that PracticeRunner does not guarantee that the Portal will be uninterrupted, timely, secure, or free from errors, defects, delays, or performance failures. Without limiting the foregoing, system downtime may occur due to maintenance, upgrades, emergency fixes, cyber incidents, internet or telecommunications failures, or other technical issues beyond PracticeRunner's control.

4.5 Certain features of the Portal may depend on or integrate with third-party platforms, services, or software providers, including but not limited to payment processors, email or messaging providers, calendar systems, cloud hosting services, or authentication providers. You acknowledge that PracticeRunner does not own, control, or operate such third-party services and is not responsible or liable for their availability, performance, accuracy, security, or compliance. Any use of third-party services is subject to their respective terms and privacy policies, and you assume all risk associated with their use.

4.6 You further acknowledge that the Portal may be subject to limitations inherent in software systems, including but not limited to data synchronization delays, transmission errors, formatting inconsistencies, or temporary data unavailability, and that PracticeRunner shall not be responsible for any consequences arising from such limitations.

4.7 PracticeRunner may, at its discretion, implement beta features, experimental tools, or pilot functionalities within the Portal. You acknowledge that such features may be incomplete, unstable, or subject to change without notice, and you agree to use them at your own risk. PracticeRunner disclaims all liability arising from your use of any beta or experimental functionality.

4.8 You acknowledge that PracticeRunner does not guarantee that any specific feature will remain available indefinitely and that feature availability may be influenced by regulatory requirements, Provider requests, security considerations, or business decisions made by PracticeRunner.

5. PAYMENTS AND THIRD-PARTY SERVICES

5.1 The Portal may enable you to submit payments to your Provider through integrated third-party payment processing services, including but not limited to Stripe or other similar payment facilitators (collectively, "Payment Processors"). You acknowledge and agree that all payment transactions are processed directly by such Payment Processors and not by PracticeRunner, and that PracticeRunner acts solely as a technical integration layer facilitating the transmission of payment instructions between you, your Provider, and the Payment Processors.

5.2 You agree that your use of any Payment Processor is subject to the applicable terms of service, privacy policies, and operating rules of such third-party providers, and you further agree to comply with all such terms as a condition of making payments through the Portal. You acknowledge that PracticeRunner is not a party to any agreement between you and any Payment Processor and has no control over their operations, policies, fees, chargeback procedures, or dispute resolution processes.

5.3 You acknowledge and agree that PracticeRunner does not collect, store, process, or have access to full payment card numbers, CVV codes, or banking credentials, and that such sensitive financial information is collected and stored solely by the applicable Payment Processor in accordance with its own security standards and PCI-DSS compliance obligations. PracticeRunner may, however, receive limited transactional metadata, such as payment status, last four digits of a card, billing identifiers, or confirmation tokens for reconciliation and administrative purposes.

5.4 You agree that PracticeRunner shall have no responsibility or liability for any payment-related issues, including but not limited to declined transactions, processing delays, duplicate charges, insufficient funds, unauthorized transactions, fraud, chargebacks, refund disputes, or errors caused by Payment Processors, financial institutions, or network intermediaries. You further agree that any disputes regarding payments must be resolved directly with the applicable Payment Processor or your Provider, and not with PracticeRunner.

5.5 You acknowledge and agree that you remain solely and fully responsible for all amounts owed to your Provider, regardless of whether payment processing fails, is delayed, is reversed, or is disputed. PracticeRunner does not act as a billing agent, debt collector, fiduciary, or financial intermediary for your Provider and assumes no responsibility for the collection, enforcement, or reconciliation of any financial obligations between you and your Provider.

5.6 You represent and warrant that any payment information you provide is accurate, complete, and authorized for use, and that you are legally authorized to use any payment method submitted through the Portal. You further agree that you will not initiate fraudulent transactions, unauthorized chargebacks, or disputes in bad faith, and you acknowledge that such actions may result in suspension or termination of your access to the Portal.

5.7 You acknowledge that Payment Processors may impose their own fees, holds, reserve requirements, or verification procedures, and that such conditions are outside the control of PracticeRunner. You agree that PracticeRunner shall not be liable for any funds held, delayed, or withheld by Payment Processors or financial institutions.

5.8 You further acknowledge that currency conversion, cross-border fees, and other financial processing adjustments may apply depending on your payment method or jurisdiction, and that such charges are determined solely by the Payment Processor or your financial institution.

5.9 PracticeRunner reserves the right, at any time and in its sole discretion, to change, add, or remove supported Payment Processors or payment methods without prior notice, and you agree that continued use of the Portal after such changes constitutes acceptance of the updated payment structure.

6. PROTECTED HEALTH INFORMATION (PHI) AND PRIVACY

6.1 You acknowledge and agree that the Portal may be used to create, receive, maintain, store, transmit, or otherwise process information that constitutes Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, solely on behalf of your Provider. Such PHI may include, without limitation, personal identifiers, health records, appointment information, billing data, clinical communications, and other health-related information submitted by you or your Provider through the Portal.

6.2 PracticeRunner acts strictly as a business associate (or service provider, as applicable) to your Provider and processes PHI solely for the purpose of providing software, hosting, storage, transmission, and related administrative services necessary to support your Provider's use of the Portal. PracticeRunner's use and disclosure of PHI is governed by its Business Associate Agreement with the applicable Provider ("BAA") and applicable law. PracticeRunner does not access, use, or disclose PHI except as permitted under the BAA, as required to perform its obligations to the Provider, or as otherwise permitted or required by applicable law. This Agreement does not constitute a HIPAA authorization and does not supersede or modify the Provider's Notice of Privacy Practices or the terms of any applicable BAA. In the event of any conflict between this Agreement and the BAA or applicable law with respect to PHI, the BAA and applicable law shall control.

6.3 You acknowledge and agree that your Provider is solely responsible for determining the nature and scope of your healthcare relationship, for maintaining your medical records, and for ensuring compliance with all applicable federal and state privacy laws, including HIPAA, the HITECH Act, and any applicable state-specific medical privacy statutes. PracticeRunner has no responsibility for compliance obligations that are assigned to your Provider as a covered entity.

6.4 PracticeRunner implements commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of data processed through the Portal. Such safeguards may include, as applicable, access controls, audit controls, person or entity authentication, transmission security (including encryption in transit where appropriate), secure hosting environments, and policies and procedures reasonably designed to protect against unauthorized access. However, you acknowledge and agree that no system, network, or electronic storage method is completely secure, and PracticeRunner does not guarantee absolute security, immunity from unauthorized access, or freedom from data breaches, cyberattacks, or system failures.

6.5 By accessing or using the Portal, you expressly consent to the collection, use, storage, processing, and disclosure of your information, including PHI, as necessary for the operation, maintenance, and provision of the Portal services, as well as for compliance with legal obligations and enforcement of these Terms. You further acknowledge that such processing may involve transmission of your data across secure servers, third-party infrastructure providers, and other authorized service providers engaged in support of the Portal.

6.6 You acknowledge that PracticeRunner may be required to disclose PHI or other information if compelled by law, regulation, subpoena, court order, or governmental request, or if such disclosure is necessary to prevent fraud, security threats, or harm to individuals, systems, or property, and you agree that such disclosures shall not constitute a breach of these Terms or any duty owed to you.

6.7 You further acknowledge that data transmitted through the Portal may be subject to risks inherent in electronic communication, including interception, unauthorized access, routing errors, or delays, and you assume all such risks to the fullest extent permitted by law.

6.8 PracticeRunner implements commercially reasonable safeguards as described in these Terms; however, no system can be completely secure. To the maximum extent permitted by applicable law, PracticeRunner's liability, if any, arising out of or related to unauthorized access, disclosure, alteration, or destruction of data shall be subject to the limitations and exclusions set forth in Section 14 of these Terms. Nothing in these Terms is intended to, and shall not, waive or limit any rights or remedies that cannot be waived or limited under applicable law, including any rights under applicable data protection or consumer protection laws. To the maximum extent permitted by applicable law, you waive and release PracticeRunner from any liability arising out of or related to unauthorized access, disclosure, alteration, or destruction of PHI or other personal information, except where such liability cannot be waived under applicable law.

6.9 You understand that your continued use of the Portal constitutes ongoing consent to the processing of your PHI in accordance with this Section and any applicable Privacy Policy or Business Associate Agreement in place between PracticeRunner and your Provider.

7. ELECTRONIC COMMUNICATIONS AND PHI RISK

7.1 You expressly acknowledge that PracticeRunner, your Provider, and any authorized third parties acting on behalf of your Provider may use electronic communications for limited purposes related to Portal access and administration, including in-Portal messages and other system-generated notices. Any SMS/text messaging, email, or push notification communications are subject to a separate communications consent, if applicable, and are not governed solely by these Terms. You acknowledge that Electronic Communications may be used for purposes such as appointment reminders, administrative notices, and account-related alerts, and may involve third-party systems that are not fully secure.

7.2 You acknowledge and agree that certain Electronic Communications may be used or permitted at your request or in accordance with your Provider's policies and instructions, and may be transmitted using unencrypted or standard communication channels, including but not limited to SMS messaging networks, email servers, mobile push notification systems, and third-party communication infrastructure. You further understand that such transmission methods may not be secure, may be subject to interception, and may not be protected against unauthorized access during transmission or storage on third-party systems, particularly where you have requested or authorized delivery outside the Portal.

7.3 You acknowledge that Electronic Communications may contain limited personally identifiable information ("PII") and/or Protected Health Information ("PHI"), such as your name, Provider name, appointment dates and times, billing references, or general administrative healthcare-related information. You agree that you voluntarily authorize the inclusion of such information in Electronic Communications and understand that such inclusion is necessary for the operation of the Portal and coordination of services with your Provider.

7.4 You acknowledge and agree that the use of Electronic Communications involves inherent and unavoidable risks, including but not limited to interception, unauthorized access, message misdelivery, device compromise, network failure, delayed delivery, or inadvertent disclosure to unintended recipients. These risks apply particularly to communications conducted at your request, through channels selected by you or your Provider, or outside the Portal in accordance with Provider policy. You further acknowledge that these risks exist notwithstanding any security measures implemented by PracticeRunner or third-party service providers, and that no electronic communication method can be guaranteed to be completely secure or error-free.

7.5 To the fullest extent permitted by applicable law, PracticeRunner does not guarantee that Electronic Communications transmitted through or related to the Portal will be secure, uninterrupted, or free from unauthorized access, interception, or loss. You acknowledge that such risks may arise from a variety of sources, including third-party systems, network conditions, and user-controlled devices. You are responsible for maintaining the security of your own devices, accounts, login credentials, and access to the Portal. PracticeRunner shall not be liable for unauthorized access to or disclosure of Electronic Communications to the extent resulting from your failure to maintain such security or from third-party systems or networks outside PracticeRunner's reasonable control, except to the extent such limitation is prohibited by applicable law. Nothing in this Section limits liability that cannot be waived under applicable law.

7.6 You further agree that it is your responsibility to maintain secure access to any email account, mobile device, or communication platform associated with your Portal account, and that PracticeRunner shall have no responsibility for unauthorized access arising from your failure to secure such devices or accounts.

7.7 You acknowledge that Electronic Communications are provided as a convenience and may not be monitored in real time, and you agree not to rely on such communications for urgent, emergency, or time-sensitive medical matters.

7.8 You may withdraw consent to receive certain Electronic Communications only to the extent permitted by law and subject to operational limitations of the Portal; however, you acknowledge that withdrawal of consent may limit or impair your ability to fully use certain Portal features. Withdrawal of consent may also affect your ability to receive communications outside the Portal, which are governed by a separate communications consent, if provided.

8. USER RESPONSIBILITIES AND ACCOUNT SECURITY

8.1 You are solely responsible for maintaining the confidentiality, security, and integrity of your Portal login credentials, including usernames, passwords, multi-factor authentication codes, and any other authentication or access mechanisms ("Account Credentials"). You agree to take all reasonable precautions to prevent unauthorized access to your account and to ensure that your Account Credentials are not disclosed to any third party.

8.2 You agree to provide complete, accurate, and current information when registering for, updating, or using the Portal, including your personal, demographic, and payment information. You acknowledge that inaccurate, incomplete, or outdated information may interfere with the operation of the Portal or your Provider's ability to deliver services.

8.3 You agree to promptly review, update, and correct any inaccurate, incomplete, or outdated information in your Portal account, including but not limited to personal contact information, insurance or payment details, and medical or demographic records. You acknowledge that failure to maintain accurate information may affect your ability to receive timely communications, appointments, or medical instructions from your Provider.

8.4 You must immediately notify your Provider and, where applicable, PracticeRunner, if you become aware of any unauthorized access, suspected breach, loss, theft, or misuse of your Account Credentials or Portal account. You further agree to cooperate fully with any investigation into such incidents and to take any steps reasonably requested to mitigate potential harm, including changing passwords or disabling account access.

8.5 You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your Portal account to the extent caused by your failure to safeguard such credentials. You agree to use reasonable measures to protect your username, password, and any other access credentials, and to promptly notify PracticeRunner of any unauthorized access or suspected security breach. To the maximum extent permitted by law, you agree that you will be responsible for any losses, damages, or consequences arising from unauthorized use of your account resulting from such failure. This includes, without limitation, any unauthorized or fraudulent transactions, submission of false or misleading information, or actions in violation of these Terms or applicable law. PracticeRunner reserves the right to suspend, restrict, or terminate account access where it reasonably suspects unauthorized, fraudulent, or unlawful activity.

8.6 You agree not to share your Account Credentials with any third party, including friends, family members, or other individuals, and you acknowledge that any such sharing may result in termination or suspension of your Portal access and that PracticeRunner shall have no liability for any consequences arising from such shared use.

8.7 You agree not to attempt to gain unauthorized access to other accounts, data, or systems associated with the Portal, or to circumvent any security measures implemented by PracticeRunner or your Provider, and you acknowledge that such actions are strictly prohibited and may result in civil or criminal liability.

8.8 You acknowledge and agree that PracticeRunner may, in its sole discretion, lock, suspend, or terminate your Portal access for suspected or confirmed security breaches, suspicious activity, or violations of these Terms. You further acknowledge that PracticeRunner shall have no liability for any loss, inconvenience, or damage resulting from such actions, except to the extent prohibited by law.

8.9 You further acknowledge that you are responsible for maintaining the security of any devices (including mobile phones, tablets, or computers) used to access the Portal, including implementing antivirus, firewall, or device-level password protections, and that PracticeRunner shall not be liable for any unauthorized access resulting from compromised or insecure devices.

9. PROHIBITED USES

9.1 You agree that you will not access or use the Portal for any unlawful, fraudulent, malicious, or unauthorized purpose. This includes, without limitation, any activity that violates federal, state, or local laws, regulations, or ordinances; infringes on the intellectual property rights of PracticeRunner, your Provider, or third parties; or constitutes harassment, defamation, or invasion of privacy.

9.2 You may not attempt to gain unauthorized access to any portion of the Portal, other users' accounts, Provider systems, servers, databases, or networks connected to the Portal, whether by hacking, password mining, phishing, social engineering, reverse engineering, or any other method. You acknowledge that attempting such access may constitute a criminal offense under applicable law.

9.3 You may not interfere with, disrupt, or impair the operation, functionality, or security of the Portal, including but not limited to denial-of-service attacks, overloading system capacity, tampering with Portal functionality, exploiting software vulnerabilities, or bypassing access controls. You agree not to attempt to monitor, probe, or scan the Portal for vulnerabilities without the express written consent of PracticeRunner.

9.4 You may not upload, post, transmit, distribute, or introduce any virus, malware, worm, Trojan horse, ransomware, spyware, or any other malicious or harmful code, file, program, or content into the Portal. You further agree not to intentionally send corrupted data, spam, or other unsolicited communications through the Portal or its connected systems.

9.5 You acknowledge and agree that PracticeRunner reserves the right to investigate any suspected or actual violations of these Terms, including reviewing account activity, IP addresses, logs, and submitted content. PracticeRunner may, in its sole discretion, take appropriate action, including but not limited to suspending or terminating your account, blocking access to the Portal, notifying law enforcement, pursuing civil remedies, or seeking any other remedies available under law or equity.

9.6 You agree to fully cooperate with PracticeRunner, your Provider, or law enforcement authorities in connection with any investigation of prohibited use, breach of security, or unlawful activity. You further acknowledge that any violation of this Section may result in civil, criminal, or administrative liability, and that PracticeRunner may seek injunctive or equitable relief to prevent or remediate unauthorized use without waiving any other rights or remedies.

9.7 You acknowledge that PracticeRunner has no obligation to monitor your use of the Portal for compliance with this Section, but that it may do so at its discretion. You agree that failure of PracticeRunner to detect, act on, or enforce this Section does not constitute a waiver of any rights or remedies.

9.8 You acknowledge that prohibited use may result in irreparable harm to PracticeRunner, your Provider, or other Portal users, and you agree that PracticeRunner is entitled to seek injunctive relief in addition to any other remedies available at law or in equity to prevent or address violations of this Section.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 You acknowledge and agree that the Portal, including but not limited to all software, source code, object code, algorithms, user interfaces, design elements, text, graphics, logos, trademarks, service marks, trade names, compilations, workflows, features, and functionality (collectively, "Portal Content"), is owned by PracticeRunner LLC ("PracticeRunner") or its licensors, and is protected under applicable intellectual property laws, including copyright, trademark, trade secret, and other proprietary rights laws.

10.2 You acknowledge that all rights, title, and interest in and to the Portal Content remain exclusively with PracticeRunner and its licensors. Nothing in these Terms shall be construed as transferring, assigning, or granting to you any ownership rights in the Portal or any related intellectual property, except for the limited rights expressly granted herein.

10.3 Subject to your compliance with these Terms, PracticeRunner grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Portal solely for its intended purpose of interacting with your Provider and utilizing the Portal's administrative and healthcare coordination features. This license does not permit any resale, redistribution, commercial exploitation, or use beyond the intended functionality of the Portal.

10.4 You may not, and agree not to, directly or indirectly copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works from, distribute, transmit, display, publish, license, sublicense, sell, rent, lease, or otherwise exploit any portion of the Portal or Portal Content without the prior express written consent of PracticeRunner, except to the extent such restrictions are expressly prohibited by applicable law.

10.5 You may not remove, obscure, or alter any copyright notices, trademark notices, proprietary legends, or other ownership markings appearing on or within the Portal or Portal Content, and you agree to maintain all such notices in their original form.

10.6 You acknowledge that any unauthorized use of the Portal or Portal Content may constitute a violation of intellectual property laws and may result in civil, criminal, or administrative penalties. PracticeRunner reserves the right to pursue all available legal remedies, including injunctive relief, damages, and recovery of attorneys' fees to the fullest extent permitted by law.

10.7 You agree that any feedback, suggestions, ideas, or recommendations you provide regarding the Portal ("Feedback") may be used by PracticeRunner without restriction, attribution, or compensation to you, and you hereby grant PracticeRunner a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into its products and services.

10.8 You acknowledge that PracticeRunner and its licensors retain all rights not expressly granted to you under these Terms, and no implied rights or licenses are granted by implication, estoppel, or otherwise.

11. DATA USE, ANALYTICS, AND DE-IDENTIFICATION

11.1 You acknowledge and agree that PracticeRunner may collect information regarding your use of the Portal, including but not limited to login frequency, feature usage, transaction history, device information, browser type, IP addresses, error reports, and other technical or operational data ("Usage Data"). Such data is collected for the purpose of maintaining, supporting, and improving the Portal and related services.

11.2 PracticeRunner may analyze Usage Data to improve the functionality, performance, reliability, and user experience of the Portal, as well as to identify trends, troubleshoot issues, optimize workflows, enhance security, and develop new features or services. You acknowledge that such analysis may include automated data processing and may involve the use of algorithms, machine learning, or other analytical tools.

11.3 PracticeRunner may use aggregated and de-identified data derived from Usage Data and other information ("De-Identified Data") for internal business purposes, including research, product development, benchmarking, reporting, and statistical analysis. Where such data is derived from protected health information ("PHI"), PracticeRunner will de-identify it, using either the safe harbor method or an expert determination, as applicable. PracticeRunner publicly commits to maintain such De-Identified Data in de-identified form, to not attempt to re-identify such data except as permitted to validate de-identification processes, and to require any recipients of such De-Identified Data to agree by contract to the same restrictions, including prohibitions on re-identification. De-Identified Data will not be used or disclosed in a manner that would reasonably identify you personally.

11.4 You acknowledge that De-Identified Data is stripped of personal identifiers in accordance with applicable privacy laws, including HIPAA where applicable, and cannot reasonably be used to identify you or your personal health information. You further agree that once data has been de-identified, PracticeRunner may use, share, or publish such data for commercial, research, or operational purposes without further consent from you.

11.5 PracticeRunner's collection, processing, and use of Usage Data and De-Identified Data will comply with all applicable federal, state, and local laws, including privacy, data protection, and healthcare regulations. You acknowledge that such usage is necessary for the operation of the Portal and the improvement of PracticeRunner services, and you consent to such processing as a condition of using the Portal.

11.6 You agree that PracticeRunner shall have no liability or obligation to you arising from the collection, analysis, aggregation, or de-identification of Usage Data, or from the use, sharing, or publication of De-Identified Data, except to the extent such liability cannot be waived under applicable law.

11.7 You further acknowledge that PracticeRunner may combine Usage Data with data collected from other users, sources, or Providers in order to generate insights, reports, or analytics, and you agree that such combined use shall not constitute a breach of your privacy rights or PHI obligations.

11.8 The rights granted to PracticeRunner under this Section are perpetual and worldwide, solely with respect to De-Identified Data as defined herein and subject to applicable law, and PracticeRunner may use such De-Identified Data for lawful business purposes consistent with this Section. Nothing in this Section shall be construed to permit re-identification of De-Identified Data except as expressly permitted for de-identification validation, nor to override applicable privacy laws, including CPRA and HIPAA requirements.

12. TERMINATION AND SUSPENSION

12.1 PracticeRunner and/or your healthcare provider ("Provider") reserve the right, each in their sole and absolute discretion, to suspend, restrict, limit, or terminate your access to the Portal or any portion thereof at any time, with or without prior notice, and with or without cause, including where required by law, regulatory guidance, or operational necessity. You acknowledge that access to the Portal is provided as a privilege and not a right, and may be revoked at any time.

12.2 Suspension or termination may occur for a variety of reasons, including but not limited to: (a) actual or suspected violation of these Terms; (b) suspected fraudulent, abusive, or unlawful activity; (c) security threats, system integrity risks, or unauthorized access attempts; (d) requests or directives from your Provider; (e) maintenance, upgrades, or system modifications; or (f) operational, legal, or regulatory compliance requirements. PracticeRunner is not obligated to provide advance notice, explanation, or justification for any suspension or termination where not required by applicable law.

12.3 Upon termination or suspension of your account or access rights, all licenses and permissions granted to you under these Terms shall immediately cease, and you must discontinue all use of the Portal. You acknowledge that access to certain data, messages, documents, or functionality associated with your account may no longer be available through the Portal following termination or suspension. Clinical records and Protected Health Information are maintained and controlled by your Provider, not PracticeRunner. Requests for access to, copies of, or amendments to such records must be directed to the applicable Provider in accordance with its policies and applicable law, including HIPAA. PracticeRunner does not act as the custodian of medical records and does not independently determine access rights to such records.

12.4 The following provisions shall survive termination or expiration of these Terms and remain fully enforceable: any provisions relating to intellectual property rights, disclaimers of warranties, limitations of liability, indemnification obligations, governing law and dispute resolution, data use and de-identification rights, and any other provisions which by their nature are intended to survive termination.

12.5 To the maximum extent permitted by law, PracticeRunner shall not be liable to you or any third party for any loss, damage, cost, or inconvenience arising out of or relating to any suspension or termination of your access to the Portal, including but not limited to loss of data, inability to access services, delay in care coordination, or interruption of communications with your Provider.

12.6 You acknowledge and agree that termination or suspension of access does not relieve you of any obligations incurred prior to such termination, including payment obligations to your Provider or compliance with applicable laws and these Terms.

12.7 PracticeRunner reserves the right, but has no obligation, to retain, delete, or anonymize any data associated with your account following termination, in accordance with its data retention policies, applicable law, and any contractual obligations with your Provider. Any such retention by PracticeRunner is for purposes of system administration, security, legal compliance, or as otherwise permitted under applicable law and its agreements with the Provider.

13. DISCLAIMER OF WARRANTIES

13.1 The Portal, including all features, content, functionality, software, and services provided through or in connection with it, is provided on an "as is," "as available," and "with all faults" basis, without warranties of any kind, whether express, implied, statutory, or otherwise. PracticeRunner makes no representation or warranty that the Portal will meet your requirements or expectations, or that it will operate in a manner free from defects or interruptions.

13.2 To the fullest extent permitted by applicable law, PracticeRunner expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including but not limited to implied warranties arising out of course of dealing, course of performance, or usage of trade.

13.3 Without limiting the foregoing, PracticeRunner expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and quiet enjoyment, as well as any warranties that may arise from statute or common law to the extent not legally waivable.

13.4 PracticeRunner does not warrant or guarantee the accuracy, completeness, timeliness, reliability, or usefulness of any information, data, content, or communications made available through the Portal, including any information provided by your Provider, third parties, or other users of the system. You acknowledge that any reliance on such information is solely at your own risk.

13.5 PracticeRunner does not warrant that the Portal will operate without interruption, delay, error, defects, viruses, or other harmful components, or that it will be secure or immune from unauthorized access, hacking, or other security breaches. You acknowledge that no system can be guaranteed to be completely secure or error-free.

13.6 PracticeRunner makes no warranties regarding third-party services, integrations, or external systems accessed through or integrated with the Portal, including but not limited to payment processors, messaging platforms, or cloud service providers, and disclaims all liability arising from their performance or failure.

14. LIMITATION OF LIABILITY

14.1 To the maximum extent permitted by applicable law, PracticeRunner shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to your access to or use of the Portal, even if PracticeRunner has been advised of the possibility of such damages.

14.2 Without limiting the foregoing, such excluded damages include, but are not limited to, damages for loss of data, loss of goodwill, loss of profits or revenue, business interruption, system failure, inability to access the Portal, delays in communications or services, or unauthorized access to your account or information.

14.3 You acknowledge and agree that this limitation of liability applies regardless of the legal theory on which a claim is based, whether in contract, tort (including negligence), strict liability, statute, equity, or otherwise, and regardless of whether the alleged breach is fundamental or material.

14.4 To the maximum extent permitted by law, PracticeRunner's total aggregate liability for any and all claims arising out of or related to these Terms or the use of the Portal shall not exceed one hundred U.S. dollars (US $100), regardless of the number of claims, incidents, or occurrences giving rise to liability. This limitation shall not apply to, and nothing in these Terms is intended to limit or exclude, liability to the extent such limitation or exclusion is prohibited by applicable law, including liability arising from PracticeRunner's fraud, willful misconduct, or gross negligence, or liability for statutory damages or remedies that cannot be limited or waived under applicable law, including, where applicable, certain consumer protection or data privacy statutes.

14.5 You acknowledge that the allocation of risk reflected in this Section is a fundamental element of the basis of the bargain between you and PracticeRunner, and that PracticeRunner would not be able to provide the Portal on an economically reasonable basis without these limitations.

15. INDEMNIFICATION

15.1 Indemnification. You agree to defend, indemnify, and hold harmless PracticeRunner LLC and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Portal, excluding to the extent caused by PracticeRunner's negligence or willful misconduct.

15.2 Scope of Claims. This indemnification applies to claims arising from: (a) your violation of these Terms or applicable law; (b) your misuse of the Portal; (c) your submissions, content, or data; and (d) unauthorized access to your account due to your failure to safeguard credentials or devices, in each case excluding claims to the extent caused by PracticeRunner's negligence or willful misconduct.

15.3 Defense and Survival. PracticeRunner may assume control of the defense of any indemnified claim at your expense, and this indemnification obligation will survive termination of these Terms.

16. DISPUTE RESOLUTION AND CLASS ACTION WAIVER

16.1 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms or the Portal shall be resolved exclusively through final and binding individual arbitration under the Federal Arbitration Act, administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules.

16.2 Procedures, Fees, and Informal Resolution. Before initiating arbitration, the initiating party must provide written notice of the dispute and attempt in good faith to resolve it informally within 30 days. Arbitration shall be conducted by a single arbitrator under the AAA Rules. Fees shall be allocated as provided by the AAA Rules and applicable law, and PracticeRunner will pay or reimburse required consumer filing and administrative fees as applicable.

16.3 Waivers, Exceptions, and Opt-Out. You and PracticeRunner agree that disputes will be resolved only on an individual basis and waive any right to participate in a class, collective, or representative proceeding and any right to a jury trial to the extent permitted by law. Claims for public injunctive relief may be brought in court to the extent required by applicable law. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by providing written notice including your account information and a clear statement of opt-out.

17. GOVERNING LAW AND VENUE

17.1 These Terms and any disputes arising from or related to your use of the Portal shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. Any conflict of law or choice-of-law principles that would result in the application of the laws of another jurisdiction are expressly excluded.

17.2 Subject to Section 16 (Arbitration), you agree that any litigation or proceeding relating to these Terms may be brought exclusively in the courts located in California. You consent to the personal jurisdiction and venue of such courts and waive any objection to forum non-conveniens or similar doctrines.

17.3 This governing law and venue clause applies to all claims, disputes, or causes of action arising out of or relating to these Terms, the Portal, or your interactions with PracticeRunner or your Provider.

18. ELECTRONIC CONSENT AND SIGNATURES

18.1 You consent to transact electronically through the Portal, including submitting forms, making payments, and receiving communications or disclosures. Electronic records, communications, and documentation transmitted through the Portal satisfy all legal requirements for writing or recordkeeping under applicable law. Electronic signatures executed within the Portal, whether by clicking "Accept," "Agree," or any other similar mechanism, are legally binding and enforceable to the same extent as handwritten signatures.

18.2 You agree not to contest the validity, enforceability, or admissibility of electronic records or signatures on the basis that they are in electronic form. This electronic consent applies to all Portal interactions, including agreements, acknowledgements, consent forms, and communications with your Provider or PracticeRunner.

19. CHANGES TO TERMS

19.1 PracticeRunner may modify, update, or revise these Terms from time to time in its sole discretion. Updated Terms will be posted within the Portal, and notice of material changes may be provided via email or electronic alert.

19.2 Unless otherwise specified, non-material changes will become effective upon posting and will apply to all current and future Portal use. For material changes, PracticeRunner will provide notice and require your affirmative acceptance (e.g., by clicking "I Agree") before such changes become effective as to you. Continued use of the Portal without such affirmative acceptance shall not constitute agreement to material changes to the extent prohibited by applicable law. Material changes shall not apply retroactively to any disputes, claims, or causes of action that arose prior to the effective date of such changes, unless expressly agreed by the parties and permitted by applicable law. It is your responsibility to periodically review these Terms for updates and modifications.

20. FORCE MAJEURE

20.1 PracticeRunner shall not be liable or responsible for delays, interruptions, or failures in performance resulting from causes beyond its reasonable control. Such events include, without limitation, natural disasters, fires, floods, earthquakes, pandemics, cyberattacks, system failures, or utility outages. This also includes government actions, labor disputes, telecommunications failures, or any other events that make performance commercially impracticable.

20.2 Obligations under these Terms are suspended during the duration of such events, and no breach will be deemed to have occurred. PracticeRunner will resume performance as soon as reasonably practicable once the force majeure event has ended.

21. ASSIGNMENT

21.1 You may not assign, delegate, or transfer your rights or obligations under these Terms without PracticeRunner's prior written consent. PracticeRunner may assign, delegate, or transfer its rights or obligations under these Terms at any time without restriction, including in connection with a merger, acquisition, or sale of assets. Assignment includes any corporate reorganization, change of control, or sale of substantially all assets of PracticeRunner.

21.2 These Terms shall be binding upon, and inure to the benefit of, successors and permitted assigns. Any attempted assignment by you in violation of this Section shall be void and of no effect.

22. SEVERABILITY AND ENTIRE AGREEMENT

22.1 If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be reformed or replaced with a valid provision that most closely reflects the original intent of the parties.

22.2 These Terms constitute the entire agreement between you and PracticeRunner regarding the Portal and supersede all prior agreements, negotiations, representations, and communications, whether oral or written.

22.3 No waiver of any provision or breach of these Terms shall be effective unless in writing and signed by an authorized representative of PracticeRunner. The failure of PracticeRunner to enforce any provision of these Terms shall not constitute a waiver of its rights to enforce that provision or any other provision at a later time.

23. CONTACT INFORMATION

23.1 For questions or support regarding the Portal, you should first contact your Provider, as they manage your healthcare relationship. PracticeRunner may also be contacted through the official website at www.practicerunner.com or via any designated support channels provided within the Portal. Support availability, response times, and channels may vary based on Provider and PracticeRunner policies.

23.2 PracticeRunner does not provide medical advice, diagnosis, or treatment and cannot respond to medical questions through support channels.

23.3 All communications submitted through the Portal or to PracticeRunner are subject to these Terms, including confidentiality, privacy, and security obligations outlined herein.

By accessing or using the Portal and clicking "I Agree" or any similar acknowledgment, you agree to be bound by these Terms of Use. You acknowledge that this electronic acceptance constitutes a legally binding electronic signature under applicable law, with the same effect as a handwritten signature. Continued use of the Portal after any updates to these Terms constitutes acceptance of the revised Terms. If you do not agree, you must discontinue use of the Portal immediately.