1. Acceptance and Scope

These Terms of Service (“Terms”) form a legally binding agreement between you and ChiroFusion LLC, a Florida limited liability company (“ChiroFusion,” “we,” “us,” or “our”). By clicking to accept these Terms, signing or accepting an order form that references them, creating an account, or accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.

If you use the Services on behalf of a company, healthcare practice, or other organization, you represent that you have authority to bind that organization. In that case, “you” and “Customer” refer to that organization and its authorized users.

An executed order form, business associate agreement (“BAA”), service-level commitment, or other written agreement expressly incorporated into these Terms is part of the agreement. If there is a conflict, the BAA controls solely with respect to protected health information, followed by the applicable order form, any product-specific terms, and then these Terms.

2. Definitions

“Authorized User” means an individual whom Customer authorizes to use the Services under its account.

“Customer Data” means information, records, communications, files, content, and other data submitted to, stored in, transmitted through, or generated for Customer through the Services. Customer Data does not include de-identified or aggregated information that does not identify Customer or any individual.

“Order Form” means an ordering document, online checkout, proposal, or similar transaction record identifying the Services, fees, subscription term, or additional terms.

“Services” means ChiroFusion’s websites, hosted software, practice-management and electronic health record functionality, communications features, applications, support, documentation, and related products and services.

3. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding agreement. You may not use the Services if applicable law prohibits you from doing so. You represent that all registration, billing, professional, and organizational information you provide is accurate, complete, and current.

4. Accounts and Security

Customer is responsible for selecting its Authorized Users, assigning appropriate permissions, keeping credentials confidential, and all activity occurring through its account except to the extent caused by ChiroFusion’s breach of these Terms.

Accounts and credentials may not be sold, transferred, shared with unauthorized persons, or used by more people than permitted by the applicable subscription.

Customer must promptly notify ChiroFusion at help@mychirofusion.com of suspected unauthorized access, compromised credentials, or a security incident involving the Services.

5. Services and License

5.1 Limited right to use the Services

Subject to Customer’s payment of applicable fees and compliance with the agreement, ChiroFusion grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business and professional purposes.

5.2 Changes, maintenance, and availability

ChiroFusion may improve, modify, or discontinue features from time to time. We will not materially reduce the core functionality of a paid Service during a current subscription term without reasonable notice, except where a change is required for security, legal compliance, third-party platform changes, or prevention of harm.

The Services may be unavailable during scheduled maintenance, emergency maintenance, telecommunications failures, or events outside our reasonable control.

5.3 Beta and evaluation features

Features identified as beta, preview, trial, early access, or evaluation are provided for testing, may change or be discontinued at any time, and should not be relied upon for critical clinical, legal, billing, or compliance decisions.

5.4 Automated and AI-enabled features

Some Services may use automated or artificial-intelligence-enabled functionality. Outputs may be incomplete, inaccurate, or inappropriate for a particular purpose. Customer is responsible for human review before using an output for patient care, documentation, coding, billing, legal compliance, or another consequential decision.

6. Healthcare and Regulatory Responsibilities

6.1 No medical advice or provider relationship

ChiroFusion is a technology provider, not a healthcare provider. The Services do not provide medical advice, diagnosis, or treatment and do not create a provider-patient relationship between ChiroFusion and any person. Healthcare decisions remain the sole responsibility of the appropriately licensed healthcare professional.

6.2 Customer responsibility

Customer is solely responsible for its professional services and for complying with applicable laws, professional rules, payer requirements, documentation standards, retention obligations, informed-consent requirements, and billing and coding requirements.

Customer must independently verify information used for clinical, billing, coding, or legal purposes.

6.3 HIPAA and protected health information

To the extent ChiroFusion creates, receives, maintains, or transmits protected health information on behalf of a Customer that is a covered entity or business associate under the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”), the parties’ BAA governs that protected health information.

Customer may not use the Services to process protected health information unless an applicable BAA is in effect. Customer is responsible for configuring and using the Services in a HIPAA-compliant manner, limiting access to the minimum necessary, and obtaining required permissions or authorizations.

6.4 Emergencies

The Services, including messaging functions, are not intended for emergency communications. If you are experiencing a medical emergency, call 911 or the applicable local emergency number.

7. Customer Data and Privacy

7.1 Ownership and permission to process

As between the parties, Customer retains its rights in Customer Data. Customer grants ChiroFusion and its service providers a limited right to host, copy, transmit, display, modify, and otherwise process Customer Data as reasonably necessary to provide, secure, support, improve, and administer the Services; comply with law; and enforce the agreement.

7.2 Customer assurances

Customer represents that it has all rights, notices, consents, and lawful bases required to collect, use, disclose, and instruct ChiroFusion to process Customer Data. Customer will not submit Customer Data in violation of law, contract, professional duty, or another person’s rights.

7.3 Privacy

ChiroFusion’s collection and use of personal information is described in the ChiroFusion Privacy Policy. A Customer’s collection and use of patient or consumer information remains subject to that Customer’s own privacy notices and legal obligations.

7.4 De-identified and aggregated information

ChiroFusion may create and use de-identified or aggregated information for lawful purposes, including analytics, security, benchmarking, and improvement of the Services, provided that the information does not identify Customer or any individual and is not re-identified.

8. SMS and MMS Messaging Terms

8.1 Program description

When you separately opt in to ChiroFusion Messaging, you may receive recurring SMS or MMS messages from ChiroFusion concerning account activity, product or service updates, customer support, requested information, demonstrations, billing or operational notices, and marketing or promotional offers where you have provided the consent required for those messages.

ChiroFusion also provides technology that enables healthcare practices and other Customers to operate their own messaging programs. When a message identifies a healthcare practice or other Customer as the sender, that identified organization—not ChiroFusion—is responsible for the message content, recipient relationship, and its messaging program. Consent given to one sender is not consent to receive messages from another sender.

8.2 Consent

By affirmatively enrolling in a messaging program, you authorize the sender identified at enrollment and in the messages to send texts to the mobile number you provided, including through automated technology.

Your consent applies only to the program and sender disclosed when you enrolled. Consent to receive marketing text messages is not a condition of purchasing or using any product or service.

8.3 Message frequency and charges

Message frequency varies. The number and timing of messages depend on your interactions, account activity, appointments, preferences, and the program in which you enroll.

Message and data rates may apply. Your wireless carrier’s terms and charges govern your mobile service.

8.4 Opting out and obtaining help

You may opt out at any time by replying STOP to the applicable message thread. You may receive one final message confirming that your opt-out was processed.

For assistance, reply HELP, email help@mychirofusion.com, or call (877) 210-3230.

8.5 Delivery and number changes

Wireless carriers are not liable for delayed or undelivered messages. Message delivery is subject to effective transmission by your carrier and is not guaranteed.

If you change, transfer, or deactivate your mobile number, you should opt out before relinquishing it and update your contact information with the applicable sender.

8.6 Mobile information

Mobile telephone numbers, SMS opt-in information, and SMS consent will not be sold, rented, or shared with third parties or affiliates for their marketing or promotional purposes.

Mobile information may be disclosed to telecommunications carriers and service providers solely as necessary to operate and support the messaging program, as further described in the ChiroFusion Privacy Policy.

8.7 Customer messaging responsibilities

Each Customer using the Services to send messages is the originator and sender of its messages and must:

• Obtain, document, and retain legally sufficient consent for every recipient and message type.
• Use separate, optional consent for marketing messages where required.
• Never use purchased, rented, scraped, or improperly shared contact lists.
• Accurately identify the sender and message purpose.
• Provide all required frequency, pricing, opt-out, help, privacy, and terms disclosures.
• Promptly honor opt-out and consent-revocation requests.
• Maintain accurate suppression and consent records.
• Complete and maintain required brand and campaign registrations.
• Comply with applicable telecommunications, privacy, marketing, and consumer-protection laws and provider policies.

ChiroFusion may filter, block, suspend, or terminate messaging traffic that creates legal, security, deliverability, or reputational risk or violates these Terms or provider requirements.

9. Acceptable Use

You may not use the Services to:

• Engage in unlawful, fraudulent, deceptive, abusive, or infringing activity.
• Send spam, unsolicited messages, threats, harassment, malware, or prohibited content.
• Access data without authorization or impersonate another person.
• Circumvent security, authentication, access controls, or usage limits.
• Introduce malicious code or interfere with the Services.
• Reverse engineer, decompile, scrape, frame, mirror, or copy the Services except where a restriction is prohibited by law.
• Resell or sublicense the Services without written authorization.
• Remove proprietary notices or misuse ChiroFusion intellectual property.
• Use the Services to develop or benchmark a competing product without written permission.

10. Fees, Billing, Renewal, and Cancellation

10.1 Fees and taxes

Customer will pay the fees stated in the applicable Order Form. Unless stated otherwise, fees are quoted and payable in U.S. dollars, are based on Services purchased rather than actual use, and are non-refundable except as expressly provided in the agreement or required by law.

Customer is responsible for applicable sales, use, excise, telecommunications, and similar taxes, excluding taxes based on ChiroFusion’s net income.

10.2 Payment authorization

Customer authorizes ChiroFusion and its payment processors to charge the payment method on file for subscription fees, usage charges, taxes, and other amounts due. Customer must keep billing and payment information current.

10.3 Automatic renewal

For annual subscriptions, notice of non-renewal must be received at least 30 days before the end of the current term. For monthly subscriptions, notice must be received at least 7 days before the next renewal date.

ChiroFusion may provide any renewal notice required by applicable law. Pricing may change for a renewal term upon advance notice.

10.4 Cancellation

Customer may submit a cancellation or non-renewal request through an available account-management tool or by contacting help@mychirofusion.com.

Cancellation stops future renewal but does not retroactively terminate the current committed term or excuse amounts already due, unless the applicable Order Form or law provides otherwise.

10.5 Suspension for nonpayment

ChiroFusion may suspend Services for overdue undisputed amounts after providing notice and a reasonable opportunity to cure.

11. Third-Party Services

The Services may interoperate with third-party products, payment processors, clearinghouses, telecommunications providers, applications, websites, or content. Third-party services are governed by their own terms and privacy practices.

ChiroFusion does not control and is not responsible for third-party services. Customer authorizes ChiroFusion to exchange Customer Data with third-party services that Customer enables as necessary to provide the requested integration.

12. Intellectual Property

ChiroFusion and its licensors own the Services, documentation, software, interfaces, designs, trademarks, and all related intellectual-property rights. Except for the limited right expressly granted in these Terms, no rights are granted to Customer.

If you provide suggestions, ideas, or feedback about the Services, ChiroFusion may use them without restriction or obligation, provided that ChiroFusion does not publicly identify you as the source without permission.

Unless an Order Form states otherwise or Customer objects in writing, ChiroFusion may identify Customer by name and logo in factual customer lists. A testimonial, case study, or endorsement requires separate permission.

13. Confidentiality

“Confidential Information” means nonpublic information that reasonably should be understood as confidential, including business plans, pricing, security information, product designs, and Customer Data.

The receiving party will use Confidential Information only to perform or exercise rights under the agreement and will protect it using at least reasonable care. It may be disclosed only to personnel, contractors, and professional advisers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is publicly available without breach, already lawfully known without restriction, lawfully received from another source without a confidentiality duty, or independently developed without use of the disclosing party’s information.

14. Suspension and Termination

ChiroFusion may suspend or limit access when reasonably necessary to prevent harm, address a security threat, comply with law or provider requirements, respond to nonpayment, or investigate suspected misuse.

Either party may terminate the agreement for a material breach that remains uncured 30 days after written notice, or 10 days after notice of a payment breach.

Upon termination, Customer’s right to use the Services ends and outstanding amounts become due. Customer is responsible for exporting Customer Data before termination. Post-termination access or export assistance is subject to the applicable Order Form, BAA, ChiroFusion retention practices, and applicable law.

15. Disclaimers and Limitation of Liability

To the maximum extent permitted by law, ChiroFusion and its affiliates, licensors, service providers, officers, directors, employees, and agents will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages; lost profits or revenue; loss of data; business interruption; personal injury; or costs of substitute services arising from the Services or agreement.

ChiroFusion’s aggregate liability arising from the Services or agreement will not exceed the greater of the fees paid or payable by Customer for the affected Services during the 12 months preceding the event giving rise to liability or $120.

These limitations do not apply to liability that cannot legally be limited.

16. Indemnification

Customer will defend, indemnify, and hold harmless ChiroFusion and its affiliates, officers, directors, employees, agents, licensors, and service providers from claims, investigations, proceedings, damages, judgments, penalties, fines, costs, and reasonable attorneys’ fees arising from:

• Customer Data;
• Customer’s healthcare or business operations;
• Customer’s messages or communications;
• Customer’s failure to obtain required consent;
• Customer’s violation of law, professional duty, or third-party rights;
• Customer’s misuse of the Services; or
• Customer’s breach of the agreement.

17. Disputes, Arbitration, and Class Action Waiver

17.1 Informal resolution

Before filing a claim, the complaining party must send written notice describing the claimant, relevant facts, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for at least 30 days.

17.2 Binding individual arbitration

Except for disputes eligible for small-claims court and requests for temporary or preliminary injunctive relief involving unauthorized access, misuse, or intellectual-property rights, any dispute arising from these Terms, the Services, or the parties’ relationship will be resolved through binding arbitration on an individual basis.

The Federal Arbitration Act governs this section. Arbitration will be administered by the American Arbitration Association under the rules applicable to the dispute. The arbitration may be conducted remotely. If an in-person hearing is necessary, it will take place in Palm Beach County, Florida, unless applicable law requires otherwise.

17.3 Class and jury waivers

You and ChiroFusion waive the right to a jury trial. Claims may be brought only in an individual capacity and not as a plaintiff or class member in a class, consolidated, coordinated, collective, mass, or representative action.

17.4 Arbitration opt-out

You may opt out of the arbitration and class-waiver provisions by sending written notice within 30 days after first accepting these Terms.

The notice must include your full name, organization name if applicable, mailing address, account email, a clear statement that you are opting out of arbitration, and your signature. Send the notice to the postal address below and to help@mychirofusion.com with the subject “Arbitration Opt-Out.”

17.5 Governing law and courts

Florida law governs these Terms without regard to conflict-of-law principles, except that the Federal Arbitration Act governs arbitration. Disputes not subject to arbitration must be brought in the state or federal courts located in Palm Beach County, Florida, except where applicable law requires otherwise.

17.6 Time limit

To the extent permitted by law, any claim arising from the Services or these Terms must be filed within one year after the claim accrued or it will be permanently barred.

18. Changes to the Services or Terms

ChiroFusion may update these Terms from time to time. Updated Terms will be posted with a revised effective date.

If a change materially affects existing rights or obligations, ChiroFusion will provide reasonable notice through the Services, by email, or by another appropriate method. Changes apply prospectively from their effective date.

19. General Terms

19.1 Notices

ChiroFusion may provide notices through the Services, by email to the address associated with an account, or by mail. Email notices are deemed received when sent unless the sender receives a delivery failure. Mailed notices are deemed received three business days after mailing.

19.2 Assignment

Customer may not assign or transfer the agreement without ChiroFusion’s prior written consent. ChiroFusion may assign the agreement in connection with a merger, reorganization, financing, sale of assets, or transfer to an affiliate.

19.3 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, utility or internet failures, cyberattacks, governmental action, carrier outages, or third-party platform failures. This provision does not excuse payment obligations.

19.4 Export and sanctions compliance

You may not use or export the Services in violation of U.S. export-control or sanctions laws.

19.5 Independent contractors

The parties are independent contractors. These Terms do not create an agency, partnership, employment, fiduciary, franchise, or joint-venture relationship.

19.6 Entire agreement, waiver, and severability

The agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous communications on that subject.

A waiver must be in writing and is not a continuing waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

20. Contact Information