Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between PracticeRunner LLC (“PracticeRunner,” “we,” “us,” or “our”) and the individual or legal entity accessing or using the PracticeRunner website, software platform, or related services (collectively, the “Service”).

The Service is a cloud-based software platform designed to assist healthcare professionals, therapy practices, and related organizations with practice management functions, which may include scheduling, client management, documentation, billing support, secure data storage, and other related administrative tools.

These Terms govern your access to and use of the Service, including any associated websites, mobile interfaces, integrations, features, content, and functionality provided by PracticeRunner.

PracticeRunner offers these Terms through the Service and related signup, onboarding, and purchase flows on a click-wrap basis. PracticeRunner's assent is manifested by making these Terms available through the Service, and no separate manual signature or countersignature by PracticeRunner is required. Your electronic acceptance of these Terms, including by clicking an “I Agree,” “Accept,” or similar button or by completing account registration or subscription purchase where these Terms are presented, creates a binding agreement between you and PracticeRunner with the same legal force and effect as a handwritten signature.

By any of the following actions, you acknowledge that you have read, understood, and agree to be bound by these Terms:

• creating an account with PracticeRunner;

• clicking an “I Agree,” “Accept,” or similar button indicating acceptance of these Terms;

• accessing or using the Service; or

• permitting employees, contractors, or other authorized users to access the Service under your account.

If you are entering into these Terms on behalf of a business, medical practice, clinic, healthcare organization, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. In such cases, the terms “you” and “Customer” refer to that organization and all individuals accessing the Service under its account.

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

1. ORGANIZATION AND AUTHORITY

Each account established on the PracticeRunner platform is associated with a single legal entity, practice, clinic, or organization (the “Organization”). The Organization is the primary customer of the Service and is solely responsible for all activities conducted through its account, including those performed by its employees, contractors, clinicians, administrators, or other authorized users (collectively, “Authorized Users”) who access the Service under that account.

By creating an account, registering for the Service, or otherwise using the platform on behalf of an Organization, you represent and warrant that you are authorized to act on behalf of that Organization and to legally bind the Organization to these Terms of Service and any other agreements incorporated by reference herein. You further represent and warrant that you possess the necessary authority to enter into and accept any applicable agreements required for the use of the Service, including but not limited to any Business Associate Agreement (“BAA”) required under the Health Insurance Portability and Accountability Act (“HIPAA”) or other applicable healthcare privacy laws. Acceptance of such agreements through electronic acknowledgement, account registration, or continued use of the Service shall constitute binding acceptance on behalf of the Organization.

The Organization is responsible for ensuring that all Authorized Users are properly trained, authorized, and in compliance with these Terms, applicable laws, and all relevant professional, regulatory, and privacy obligations. The Organization shall remain fully responsible and liable for all acts, omissions, and conduct of its Authorized Users, including any access to, use of, or misuse of the Service, whether authorized or unauthorized.

Without limiting the foregoing, the Organization acknowledges and agrees that any act or omission by an Authorized User that results in unauthorized access to, disclosure of, or misuse of data including Protected Health Information (“PHI”) shall be deemed an act or omission of the Organization. The Organization shall be solely responsible for any resulting claims, damages, liabilities, or regulatory consequences arising from such conduct.

The Organization agrees to defend, indemnify, and hold harmless PracticeRunner and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the acts or omissions of any Authorized User; (ii) the Organization’s failure to properly manage, restrict, or revoke user access; (iii) any breach of applicable law, including HIPAA or other healthcare privacy laws, caused by an Authorized User; or (iv) any unauthorized access to or disclosure of data resulting from the Organization’s account credentials or user activity.

PracticeRunner may provide role-based access controls, user permission settings, and administrative management tools within the platform to assist Organizations in managing internal user access and operational workflows. These features are provided solely as administrative tools and do not create separate customer accounts, separate legal relationships with individual users, or independent contractual rights for those users. All individuals accessing the Service do so under the authority, supervision, and control of the Organization, and the Organization remains solely responsible for managing user permissions, monitoring account activity, and ensuring appropriate and lawful use of the Service.

2. DESCRIPTION OF SERVICE

PracticeRunner provides a cloud-based software platform designed to assist mental health professionals, therapy practices, and related healthcare organizations in managing various administrative, operational, and documentation functions associated with their professional practices. “Service” means the PracticeRunner software platform and related services made available by PracticeRunner, whether provided via a hosted, cloud-based environment or through any other delivery method or medium now existing or developed in the future. The Service operates as a hosted software solution accessible through the internet and may include an electronic health record (EHR) system, practice management tools, and other related functionalities intended to support healthcare providers in organizing and maintaining aspects of their practice operations. The platform is intended to facilitate workflow management and recordkeeping but does not replace professional judgment, clinical decision-making, or the legal responsibilities of healthcare providers.

The Service may include a variety of features and capabilities, which may evolve over time, such as appointment scheduling, client and patient management tools, clinical documentation systems, billing and invoicing functionality, payment processing integrations, secure storage of records, communication tools, reporting features, and optional assistive or automated tools designed to improve administrative efficiency. Certain features may rely on integrations with third-party services, financial institutions, or payment processors, and the availability of specific functionalities may vary depending on subscription plans, system updates, or integrations selected by the Customer. PracticeRunner may modify, update, add, or discontinue features of the Service from time to time in order to improve performance, maintain security, or comply with operational requirements.

The Service is designed to support healthcare organizations in maintaining organized records and administrative processes and may include tools intended to assist with compliance-related workflows. However, PracticeRunner does not represent or guarantee that use of the Service will ensure compliance with any particular legal, regulatory, licensing, or professional requirements, including but not limited to the Health Insurance Portability and Accountability Act (“HIPAA”), state healthcare licensing laws, professional ethics rules, payment network regulations, billing laws, or other applicable legal obligations. Customers remain solely responsible for understanding and complying with all applicable laws, regulations, industry standards, and professional obligations governing their healthcare practices. The use of the Service does not transfer or shift any legal, regulatory, or professional responsibility from the Customer to PracticeRunner.

PracticeRunner may, from time to time, offer the Service through alternative delivery models, including but not limited to local installations, on-premise deployments, or hybrid environments. Any such alternative delivery model shall be governed by a separate written addendum, order form, or agreement, and may be subject to different terms relating to maintenance, security, performance, and support.

3. HIPAA AND PROTECTED HEALTH INFORMATION

If an Organization uses the Service to create, receive, maintain, process, or transmit Protected Health Information (“PHI”) and qualifies as a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), PracticeRunner will act as a Business Associate with respect to such PHI. In such circumstances, the handling, storage, transmission, and protection of PHI within the Service will be governed by a separate Business Associate Agreement (“BAA”) between the Organization and PracticeRunner. The BAA may be presented and accepted electronically during account registration, activation of PHI-enabled features, or other onboarding processes within the platform. By enabling or using functionality that involves PHI, the Organization agrees that the applicable BAA becomes a binding agreement between the parties.

The BAA governs the respective rights and obligations of the parties with respect to PHI and establishes the safeguards and permitted uses and disclosures of such information in accordance with HIPAA requirements. In the event of any conflict or inconsistency between the provisions of these Terms and the provisions of the Business Associate Agreement regarding the handling, protection, or use of PHI, the terms of the Business Associate Agreement shall control solely with respect to PHI-related matters.

Customers acknowledge that the Service is a technology platform that facilitates record management and administrative workflows and that the ultimate responsibility for compliance with HIPAA and other healthcare privacy and security laws remains with the Customer. Customers are solely responsible for ensuring that their use of the Service complies with all applicable federal and state healthcare laws, privacy regulations, and professional obligations. This responsibility includes, without limitation, supervising and training workforce members who access PHI, implementing appropriate internal privacy and security policies, managing user access rights, and ensuring that PHI is entered, accessed, transmitted, and maintained within the Service in accordance with applicable law. PracticeRunner does not control the content of Customer records and does not monitor or supervise the clinical or administrative practices of Customers using the Service.

4. ACCOUNTS AND SECURITY

To access the Service, Customers must create and maintain an account with PracticeRunner. Customers agree to provide accurate, current, and complete information during the registration process and to promptly update such information if it changes. The Organization associated with the account is responsible for maintaining the accuracy of its account information and for ensuring that authorized users are properly identified and granted appropriate levels of access within the system.

Customers are responsible for maintaining the confidentiality and security of all account credentials, including usernames, passwords, and any authentication mechanisms used to access the Service. Customers must take reasonable steps to safeguard these credentials and prevent unauthorized access to their accounts. Customers agree not to share login credentials in a manner that could compromise account security and to ensure that each authorized user accesses the Service in accordance with the Organization’s internal policies and applicable legal requirements.

If a Customer becomes aware of or reasonably suspects any unauthorized access, security breach, misuse of credentials, or other compromise of account security, the Customer must promptly notify PracticeRunner and take appropriate steps to mitigate potential harm. PracticeRunner may, at its discretion, suspend or restrict access to an account if it believes that a security incident has occurred or that continued access could pose a risk to the integrity or security of the Service.

Customers remain fully responsible for all activity conducted through their Organization’s account, including actions taken by employees, contractors, clinicians, administrators, or any other individuals who access the Service under that account. PracticeRunner is not responsible for losses, damages, or liabilities resulting from unauthorized use of an account where such use results from the Customer’s failure to maintain appropriate security practices.

5. SUBSCRIPTIONS AND PAYMENT

Access to certain features or tiers of the Service may require the purchase of a paid subscription. Subscription plans, pricing, and included features may vary depending on the specific services selected by the Customer and may be described on the PracticeRunner website, within the Service interface, or in other documentation provided by PracticeRunner. By subscribing to a paid plan, the Customer agrees to pay all applicable fees associated with the selected subscription in accordance with the pricing and billing terms presented at the time of purchase.

Subscriptions are typically billed on a recurring basis, which may be monthly, annually, or on another billing cycle depending on the plan selected by the Customer. Unless otherwise specified, subscriptions automatically renew at the end of each billing cycle for an additional term of the same duration. The Customer authorizes PracticeRunner or its designated payment processor to charge the applicable subscription fees to the payment method provided by the Customer at the beginning of each renewal period unless the subscription is canceled prior to the renewal date in accordance with the cancellation procedures provided within the Service.

Except where required by applicable law, subscription fees are generally non-refundable once charged, including fees associated with partial billing periods or unused portions of a subscription term. PracticeRunner may modify its subscription pricing, introduce new fees, or change available subscription plans from time to time. If pricing changes apply to an existing subscription, PracticeRunner will provide reasonable advance notice to the Customer before such changes take effect. Continued use of the Service after the effective date of a pricing change constitutes the Customer’s acceptance of the updated pricing terms.

6. CUSTOMER RESPONSIBILITIES

Customers agree to use the Service only for lawful purposes and in a manner consistent with these Terms and all applicable laws and regulations. Customers may not use the Service in any way that violates applicable federal, state, or local laws, healthcare regulations, or professional standards governing their practices. Without limiting the foregoing, Customers agree that they will not attempt to gain unauthorized access to the Service, to any other user’s account, or to any systems or networks connected to the Service through hacking, password mining, credential sharing, or any other unauthorized means. Customers further agree not to interfere with, disrupt, or compromise the security or integrity of the Service or any servers, infrastructure, or networks connected to the platform.

Customers may not upload, transmit, or introduce into the Service any viruses, malware, ransomware, malicious code, or other harmful software intended to disrupt, damage, or gain unauthorized access to systems or data. Customers also agree not to reverse engineer, decompile, disassemble, attempt to derive the source code of, or otherwise attempt to access the underlying technology of the Service, except to the extent such restrictions are prohibited by applicable law. The Service is licensed for use by the Organization associated with the account, and Customers may not resell, sublicense, lease, distribute, or otherwise provide access to the Service to third parties without the prior written consent of PracticeRunner.

Customers are responsible for ensuring that their use of the Service complies with all applicable healthcare, privacy, consumer protection, and billing regulations that apply to their practices. Customers also acknowledge that while PracticeRunner may maintain system backups and security safeguards, Customers remain responsible for maintaining appropriate independent backups of their own data and records where required by law, regulation, or professional standards governing their practices. PracticeRunner shall not be responsible for the loss of data resulting from Customer actions, system misuse, or circumstances beyond PracticeRunner’s reasonable control.

7. END-USER TERMS AND PATIENT RESPONSIBILITY

The Organization is responsible for ensuring that its patients, clients, or other end users (“End Users”) are presented with and agree to any applicable end-user terms of use, privacy notices, or consent forms prior to accessing or using any patient-facing features of the Service, including client portals. PracticeRunner provides tools to facilitate such acceptance where applicable but does not independently contract with End Users. The Organization remains solely responsible for obtaining all required consents and authorizations from End Users and for ensuring compliance with applicable laws.

8. OPTIONAL ASSISTIVE FEATURES

The Service may include optional features that utilize automated technologies, artificial intelligence, machine learning, or other computational tools designed to assist users with administrative tasks such as documentation support, record organization, note generation, scheduling assistance, or customer support. These features are intended solely to enhance efficiency and productivity and are provided as assistive tools that may help streamline certain workflows within a healthcare practice. Such features are optional and may be enabled or disabled by the Customer depending on the capabilities available within the Service.

Customers acknowledge that automated or AI-assisted features may generate suggested text, summaries, draft notes, recommendations, or other content based on information provided by the user or stored within the system. These outputs are intended only as preliminary drafts or organizational aids and must be reviewed, verified, and approved by the Customer before being relied upon for clinical, administrative, or legal purposes. PracticeRunner does not represent or guarantee the accuracy, completeness, reliability, or regulatory sufficiency of any automated output generated by these features. The responsibility for reviewing, editing, approving, and maintaining the accuracy of all records and documentation created within the Service remains solely with the Customer.

Customers further acknowledge that the Service does not replace professional judgment, medical expertise, or clinical decision-making. Healthcare providers using the Service remain fully responsible for all treatment decisions, patient interactions, documentation accuracy, and compliance with applicable healthcare laws and professional obligations. When automated features process information that includes Protected Health Information, such features operate within HIPAA-eligible environments designed to support regulatory safeguards. PracticeRunner does not use PHI submitted through the Service to train, fine-tune, or improve generalized machine learning models unrelated to providing services to the applicable Organization, and any automated processing of PHI is performed solely for the purpose of delivering the functionality requested by the Customer.

9. SERVICE PROVIDER ROLE AND PROCESSING OF MEDICAL INFORMATION

PracticeRunner provides technology, software, and administrative support services to healthcare providers and related organizations. PracticeRunner does not provide medical care, clinical services, or professional healthcare services. Healthcare providers using the Service retain full control over the medical information they collect, create, transmit, or disclose through the PracticeRunner platform, including information shared with patients through the client portal. PracticeRunner processes medical information solely on behalf of and at the direction of the healthcare providers using the Service. Healthcare providers remain responsible for determining what information is disclosed, for obtaining any required patient consents or authorizations, and for complying with all applicable privacy and medical information laws, including but not limited to HIPAA and the California Confidentiality of Medical Information Act (CMIA). PracticeRunner will reasonably cooperate with healthcare providers in responding to suspected or confirmed unauthorized access, use, or disclosure of medical information handled through the Service.

10. PAYMENT PROCESSING AND PRICING CONFIGURATION

PracticeRunner provides software tools that allow healthcare providers and organizations to configure, manage, and collect payments from their clients through integrations with third-party payment processors and financial service providers. These tools are intended to assist Customers in presenting payment options, generating invoices, and facilitating the collection of payments through supported payment methods such as credit cards, debit cards, bank transfers, or other electronic payment systems supported by integrated payment processors. PracticeRunner provides the technological infrastructure for these capabilities but does not control the financial terms of transactions between healthcare providers and their clients.

Customers acknowledge that PracticeRunner does not set, determine, or control the prices charged by providers for their professional services. PracticeRunner does not impose surcharges, payment premiums, or pricing policies on behalf of providers and does not determine a provider’s “cash price,” card price, or any other service pricing structure. Providers are solely responsible for establishing the fees they charge clients, configuring pricing within the platform, and determining whether to apply different pricing structures depending on payment methods or billing practices. PracticeRunner merely displays and processes the pricing configurations established by the provider within the system.

Unless expressly stated otherwise for a specific payment flow, PracticeRunner does not act as the merchant of record for services provided by healthcare professionals using the platform. Payment transactions are processed through third-party payment processors that maintain their own terms, fees, and compliance requirements. PracticeRunner does not guarantee that any pricing model or payment configuration implemented by a provider complies with credit card network rules, payment processor policies, healthcare billing regulations, or applicable consumer protection laws. Providers remain solely responsible for ensuring that their pricing practices, billing procedures, and payment disclosures comply with all applicable laws, regulations, and payment network requirements.

11. PROVIDER-CONTROLLED PRICING

The Service provides healthcare providers and organizations with the ability to configure payment options for their clients, including but not limited to credit card payments, HSA/FSA card payments, ACH bank transfers, and other payment methods supported by integrated payment processors. Providers may, at their discretion, establish different prices based on the selected payment method, including implementing a cash discount pricing model or other pricing structures permitted under applicable law. PracticeRunner functions solely as a technology platform and does not alter, modify, or control provider-established pricing. The pricing displayed to clients within the Service reflects only the configurations entered by the provider, and PracticeRunner does not independently set or adjust these prices. Providers remain solely responsible for determining the amounts charged to clients and for ensuring that all configured pricing aligns with their business policies and compliance obligations.

12. CASH DISCOUNT PRICING MODEL

PracticeRunner may support configurations in which providers designate a base price, sometimes referred to as a “cash price,” and apply higher prices to electronic payment methods to offset transaction costs associated with credit cards, HSA/FSA cards, or other payment mechanisms. Under this configuration, the pricing structure is determined entirely by the provider, and any differences in pricing reflect the provider’s policies rather than fees charged by PracticeRunner. The platform may display these price variations to clients based on the selected payment method, but PracticeRunner is not responsible for the accuracy, legality, or regulatory compliance of such configurations. While the Service may provide suggested pricing formulas or reference typical payment processor costs, providers retain full responsibility for confirming, implementing, and maintaining their pricing structures. PracticeRunner makes no guarantees that any pricing model, including cash discount or differential pricing, complies with applicable card network rules, payment processor policies, consumer protection laws, or other applicable legal requirements.

13. PROVIDER RESPONSIBILITY FOR LEGAL COMPLIANCE

Providers are solely responsible for ensuring that their payment policies, billing practices, and pricing configurations comply with all applicable federal, state, and local laws, including consumer protection statutes, healthcare billing regulations, and professional or regulatory standards. Providers must also ensure compliance with credit card network rules, including those of Visa, Mastercard, American Express, and any other applicable networks, as well as the rules and policies of their selected payment processors. Any restrictions related to surcharges, discounts, or price differences between payment methods must be strictly adhered to, and providers are solely responsible for verifying that their pricing practices do not exceed limits permitted under applicable law, payment network rules, or processor policies. PracticeRunner does not monitor, audit, or enforce compliance with these requirements and shall have no liability arising from a provider’s failure to comply.

14. PROVIDER RESPONSIBILITY FOR CLIENT DISCLOSURE

Providers are responsible for clearly and accurately communicating their payment policies to clients. This includes, but is not limited to, disclosing any differences in pricing between payment methods, any additional charges related to credit card or electronic processing fees, and ensuring that advertised or published service prices align with actual billing practices. Providers must also ensure that any required disclosures are made on their websites, intake forms, invoices, or internal office policies as necessary to comply with applicable laws, regulations, or professional obligations. PracticeRunner does not control, monitor, or verify how providers communicate pricing outside the Service, including marketing materials, client communications, or any external platforms. The responsibility for accurate client disclosure rests entirely with the provider.

15. PAYMENT PROCESSOR FEES

Fees for processing payments through third-party financial institutions, such as credit card processors or banking partners, are determined solely by the applicable processor. PracticeRunner does not set, control, or guarantee the amounts or schedules of these fees and does not represent that processor fees will remain constant over time. Providers are responsible for understanding the fee structures of their selected processors and for ensuring that such fees are accurately accounted for in their pricing or billing practices. PracticeRunner does not assume any liability for fees charged by third-party processors or for any financial impact resulting from fee fluctuations.

16. CLIENT PAYMENT INTERFACE

The PracticeRunner platform may display the payment options and associated pricing configured by providers to clients at the time of payment. The prices shown to clients reflect only the provider’s configured amounts and may include any adjustments or differentials applied by the provider. PracticeRunner does not independently verify the accuracy, legality, or regulatory compliance of provider-configured pricing, nor does it guarantee that displayed prices reflect all applicable fees or legal requirements. Providers remain solely responsible for the accuracy, completeness, and compliance of all pricing information presented to clients through the Service.

17. PAYMENT DISPUTES

Any disputes arising from provider pricing, billing practices, surcharges, discounts, refunds, or other payment-related matters are solely the responsibility of the provider and the client involved in the transaction. PracticeRunner has no obligation to resolve such disputes and shall not be liable for any claims, losses, or damages arising from disagreements between providers and their clients regarding payment amounts, methods, or billing practices. Providers retain full responsibility for addressing and resolving payment disputes directly with their clients.

18. INTELLECTUAL PROPERTY

The Service, including all underlying software, technology, user interfaces, features, and content, is owned exclusively by PracticeRunner LLC and is protected by applicable intellectual property laws, including copyright, patent, and trade secret protections. All trademarks, service marks, trade names, logos, and branding associated with the Service, including the PracticeRunner™ name and mark, are owned exclusively by PracticeRunner LLC. No rights, title, or interest in any such intellectual property are transferred to the Customer, except for the limited rights expressly granted under these Terms. Customers retain all rights, title, and interest in their own User Data entered, generated, or stored within the Service. Nothing in these Terms transfers ownership of the Service, its technology, or intellectual property from PracticeRunner to the Customer, and the Customer is granted only a limited, non-exclusive license to use the Service in accordance with these Terms.

19. LICENSE TO USER DATA

By using the Service, Customers grant PracticeRunner a limited, non-exclusive, worldwide, royalty-free license to host, process, store, and transmit Customer Data solely to provide, maintain, and improve the Service. This license does not permit PracticeRunner to sell, share, or otherwise use Customer Data for advertising purposes or for any purpose unrelated to providing the Service. Protected Health Information (PHI) is handled in accordance with the Business Associate Agreement, and PracticeRunner does not use PHI to train or improve generalized machine learning models outside of providing the Service to the applicable Organization. Customers retain all ownership rights to their User Data, and nothing in these Terms transfers title or ownership of Customer Data to PracticeRunner.

20. DATA RETENTION AND EXPORT

Upon termination or deactivation of an account, Customers have thirty (30) days to export their data from the Service. After this period, Customer Data may be permanently deleted, subject to backup retention policies and any legal obligations to maintain records. For PHI, obligations regarding return, destruction, and retention are governed by the Business Associate Agreement, which will control in the event of any conflict with these Terms. PracticeRunner will provide Customers with access to and the ability to export their data in a structured electronic format consistent with applicable law and reasonable technical standards.

21. THIRD-PARTY SERVICES

The Service may include integrations or connections with third-party services, including payment processors, analytics platforms, or other tools. PracticeRunner does not control the content, availability, functionality, privacy practices, or terms of use of any third-party services and is not responsible for any loss, liability, or damages arising from interactions with, reliance upon, or use of third-party services. Customers are responsible for reviewing and complying with any terms applicable to third-party services used in conjunction with the Service. PracticeRunner does not control and is not responsible for the security, availability, performance, or data handling practices of any third-party services or integrations. Use of such third-party services is at the Customer’s sole risk. Customers are responsible for ensuring that any third-party integrations they enable comply with applicable laws, including privacy and data protection requirements.

22. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRACTICERUNNER DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ACCURACY OR COMPLETENESS OF INFORMATION. PRACTICERUNNER DOES NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM LOSS, CORRUPTION, OR DELAYS, AND CUSTOMERS USE THE SERVICE AT THEIR OWN RISK.

23. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRACTICERUNNER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR ANY RELATED AGREEMENT, INCLUDING ANY BUSINESS ASSOCIATE AGREEMENT (“BAA”), SHALL NOT EXCEED THE GREATER OF: (A) ONE MILLION DOLLARS ($1,000,000), OR (B) THE TOTAL AMOUNT PAID BY THE CUSTOMER TO PRACTICERUNNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND INCLUDES, WITHOUT LIMITATION, CLAIMS ARISING FROM OR RELATED TO: (I) SERVICE INTERRUPTIONS, DOWNTIME, OR UNAVAILABILITY; (II) DATA LOSS, DATA CORRUPTION, OR FAILURE TO STORE OR TRANSMIT DATA; (III) UNAUTHORIZED ACCESS TO OR DISCLOSURE OF DATA, INCLUDING PROTECTED HEALTH INFORMATION, TO THE EXTENT PERMITTED BY LAW; AND (IV) THIRD-PARTY SERVICES, INTEGRATIONS, OR DEPENDENCIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRACTICERUNNER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, EVEN IF PRACTICERUNNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PRACTICERUNNER SHALL NOT BE LIABLE FOR CLAIMS ARISING FROM PROVIDER PRICING POLICIES, FAILURE TO DISCLOSE PAYMENT TERMS, NONCOMPLIANCE WITH PAYMENT NETWORK RULES, VIOLATIONS OF CONSUMER PROTECTION LAWS, OR DISPUTES BETWEEN PROVIDERS AND THEIR CLIENTS OR PATIENTS.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. TO THE EXTENT A BUSINESS ASSOCIATE AGREEMENT APPLIES, THE LIABILITY LIMITATIONS SET FORTH HEREIN SHALL APPLY EXCEPT TO THE EXTENT EXPRESSLY REQUIRED OTHERWISE BY APPLICABLE LAW.

24. INDEMNIFICATION

Customers agree to defend, indemnify, and hold harmless PracticeRunner, its officers, directors, employees, and affiliates from and against any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to: the Customer’s use of the Service; any violation of law or regulation by the Customer; any User Data; failure to comply with HIPAA or other regulatory obligations; provider pricing policies or billing practices; failure to disclose payment terms to clients; or noncompliance with payment network rules. This indemnification obligation survives termination of the Customer’s account and use of the Service.

25. TERMINATION

PracticeRunner reserves the right to suspend or terminate access to the Service immediately for breach of these Terms, non-payment, unlawful activity, misuse of the Service, or other conduct deemed inappropriate by PracticeRunner in its sole discretion. Certain provisions of these Terms, including those relating to indemnification, liability limitations, data ownership, and governing law, shall survive termination or expiration of the Customer’s account.

26. SERVICE AVAILABILITY AND MAINTENANCE

PracticeRunner will use commercially reasonable efforts to ensure the availability and performance of the Service. However, the Service may experience interruptions, delays, or errors due to scheduled or emergency maintenance, internet disruptions, third-party service failures, or events beyond PracticeRunner’s reasonable control. PracticeRunner does not guarantee uninterrupted or error-free operation of the Service. Scheduled maintenance may occur periodically, and PracticeRunner will make reasonable efforts to provide advance notice when practicable.

27. FEATURE DEPRECATION AND SUNSET

PracticeRunner reserves the right to modify, replace, discontinue, or deprecate any feature, functionality, or component of the Service at any time as part of ongoing product development, security enhancements, or technical scaling. For any material feature that is widely used or core to the Service, PracticeRunner will use commercially reasonable efforts to provide at least six (6) months’ advance notice prior to deprecation. Notwithstanding the foregoing, PracticeRunner may modify or discontinue features immediately without prior notice where required for security, legal compliance, or to prevent material harm to the Service or its users.

28. BETA FEATURES

From time to time, PracticeRunner may offer features designated as “Beta,” “Preview,” “Experimental,” or similar labels (“Beta Features”). Beta Features may not be fully functional, may contain errors, may experience interruptions, and may be modified or discontinued at any time without notice. Beta Features are provided on an “AS IS” basis, without warranties of any kind, and PracticeRunner shall have no liability arising from the use or reliance on Beta Features. Customers use Beta Features entirely at their own risk.

29. DATA SECURITY

PracticeRunner implements administrative, technical, and physical safeguards designed to protect Customer Data. Customers acknowledge that no security system is completely secure and that data transmitted over the internet may be susceptible to interception or unauthorized access. Despite reasonable security measures, unauthorized access, disclosure, or data loss may occur. PracticeRunner will follow its internal security policies and obligations under the Business Associate Agreement with respect to PHI, but Customers are responsible for implementing any additional safeguards required under applicable law.

30. DATA BACKUP AND DISASTER RECOVERY

PracticeRunner maintains system backup and disaster recovery procedures intended to protect Customer Data. These procedures are designed to mitigate the risk of data loss in the event of system failures or disasters. However, Customers remain responsible for maintaining independent backups of critical records, ensuring compliance with applicable medical record retention requirements, and securing copies of data outside the Service. PracticeRunner does not guarantee that data loss will never occur.

31. EXPORT CONTROLS AND SANCTIONS COMPLIANCE

Customers agree to comply with all applicable United States export control laws, economic sanctions, and trade restrictions. Customers may not access or use the Service in violation of applicable export laws, from embargoed countries, or on behalf of individuals or entities subject to U.S. sanctions. Customers represent and warrant that they are not located in, controlled by, or acting on behalf of any sanctioned jurisdiction or prohibited party and that their use of the Service is lawful under all applicable export and sanctions regulations.

32. ACCEPTABLE USE POLICY

Customers may not use the Service to transmit unlawful, fraudulent, or harmful content, distribute malware or malicious code, interfere with or disrupt the integrity of the Service, probe or test system vulnerabilities without authorization, or use automated scraping, harvesting, or data collection tools without explicit permission. PracticeRunner reserves the right to suspend or terminate accounts that violate these restrictions. Customers are solely responsible for any consequences resulting from misuse of the Service.

33. ELECTRONIC COMMUNICATIONS AND CONTRACTING

By using the Service, Customers consent to receive communications electronically, including account notices, billing statements, legal disclosures, policy updates, and updates to these Terms. Customers agree that electronic records, notices, and signatures satisfy any legal requirement that communications be in writing. Electronic communications are deemed to have the same legal effect as paper communications.

34. ASSIGNMENT

Customers may not assign or transfer their rights or obligations under these Terms without the prior written consent of PracticeRunner. PracticeRunner may assign or transfer its rights and obligations under these Terms, including to an affiliate, in connection with a merger, acquisition, sale of assets, or corporate reorganization. These Terms shall inure to the benefit of and be binding upon the parties and their permitted successors and assigns.

35. FORCE MAJEURE

PracticeRunner shall not be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, governmental actions, telecommunications failures, labor disputes, cyberattacks, pandemics, or other public health emergencies. Performance obligations will be suspended for the duration of such events, and PracticeRunner will use commercially reasonable efforts to resume normal operations as soon as practicable.

36. WAIVER

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it in the future. Any waiver must be in writing and signed by the party granting the waiver to be effective.

37. SEVERABILITY

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the intent of the parties.

38. NO THIRD-PARTY BENEFICIARIES

These Terms are intended solely for the benefit of PracticeRunner and the Customer. Nothing in these Terms creates any rights, claims, or benefits in favor of any third party, including clients or patients of healthcare providers using the Service.

39. INDEPENDENT RELATIONSHIP

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between PracticeRunner and the Customer. Customers operate independent healthcare practices and retain full responsibility for their professional services, legal compliance, and business operations.

By using the Service, creating an account, or otherwise accessing PracticeRunner, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, the Privacy Policy, and any applicable Business Associate Agreement. You further acknowledge that you have the authority to accept these Terms on behalf of your Organization, that your use of the Service is voluntary, and that you understand the risks and responsibilities associated with using the Service.

These Terms become binding upon your electronic acceptance through the Service or other authorized click-wrap flow, and no separate signature block or countersignature is required.