Last updated: [DATE]
These Terms of Service ("Terms") govern access to and use of the InfiniteApp platform, apps, and related services (the "Service") provided by [COMPANY LEGAL NAME] ("InfiniteApp", "we", "us"). By creating a clinic account or using the Service you agree to these Terms on behalf of the clinic you represent (the "Customer").
We grant Customer a limited, non-exclusive, non-transferable, revocable subscription license to use the Service for its internal business operations during a paid subscription term. The Service is licensed, not sold. All software, design, content templates (including demo programs and onboarding materials), and documentation remain the exclusive property of InfiniteApp. Customer may not copy, modify, reverse engineer, scrape, resell, sublicense, or create derivative works of the Service, or access it to build a competing product.
Customer designates at least one account manager, who controls staff access. Customer is responsible for the actions of its users, for keeping credentials secure, and for promptly removing access for departed staff. We may suspend accounts that threaten the security or integrity of the Service.
Customer retains all rights to data it submits ("Customer Data"). Customer grants us the rights needed to host, process, transmit, back up, and display Customer Data to deliver the Service. Where Customer Data includes protected health information, the Business Associate Agreement between the parties governs and controls. Customer is responsible for the lawfulness of the data it collects and for obtaining any required consents. We may use de-identified, aggregated data to operate and improve the Service.
Subscriptions are billed per clinic, monthly or annually, at the plan prices in effect at purchase. Trials convert to paid plans at the end of the trial period unless cancelled. Fees are non-refundable except as required by law. Late or failed payment may result in suspension after a grace period of [7] days' notice. Taxes are Customer's responsibility. Price changes take effect at the next renewal with at least [30] days' notice.
Customer will not: violate law; upload malicious code; interfere with the Service; attempt unauthorized access; use the Service to send spam; exceed reasonable usage consistent with plan limits (we may apply fair-use ceilings on storage, audio generation, and document rendering); or misrepresent identity.
We target commercially reasonable uptime and publish service status at [status URL]. Scheduled maintenance will be announced when practicable. Support is provided by email/in-app during business hours [DEFINE]. Service credits or SLAs, if any, are defined in the applicable plan [OR: no SLA at launch — attorney to confirm language].
Either party may terminate at the end of the current billing period. We may terminate or suspend for material breach (including non-payment) or unlawful use. For [60] days after termination, Customer may request an export of Customer Data in machine-readable form; after that we may delete Customer Data per our retention schedule, subject to the BAA.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICE IS A PRACTICE-OPERATIONS TOOL AND DOES NOT PROVIDE MEDICAL ADVICE; CUSTOMER'S CLINICIANS ARE SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS AND FOR COMPLIANCE WITH THEIR PROFESSIONAL OBLIGATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. EACH PARTY'S AGGREGATE LIABILITY IS CAPPED AT THE FEES PAID BY CUSTOMER IN THE [12] MONTHS BEFORE THE CLAIM. [Attorney: carve-outs — breach of BAA, confidentiality, indemnity, willful misconduct.]
Customer will defend and indemnify InfiniteApp against third-party claims arising from Customer Data, Customer's clinical services, or Customer's breach of these Terms. InfiniteApp will defend Customer against claims that the Service infringes third-party intellectual property rights. [Attorney to complete.]
Governing law and venue: [Attorney to determine — U.S. customers, Canadian entity]. These Terms plus the BAA and order form are the entire agreement. We may update these Terms with [30] days' notice; continued use is acceptance. Neither party may assign except to a successor in interest. Notices to [legal email]. Force majeure applies to events beyond reasonable control.