Terms of Service
These Terms of Service (this “Agreement”) govern your (“you,” “your,” or the “Practice”) access to and use of the services provided by ChiroScore, LLC (“ChiroScore”) — including this website, the ChiroScore application, and the ChiroScore edge software installed at your practice (together, the “Service”) — as described in an order form, subscription proposal, or other ordering document that references this Agreement. By accessing or using the Service you accept this Agreement. ChiroScore and the Practice are each a “Party,” together the “Parties.”
We may update this Agreement by posting changes to this page. Continued use of the Service after a change takes effect constitutes acceptance; if you object to a change, your remedy is to stop using the Service as described in Term and Termination below.
1. Use restrictions
Unless permitted by law or expressly allowed in this Agreement, you must not (nor encourage or assist anyone else to):
- rent, lease, sublicense, sell, distribute, or otherwise provide third-party access to the Service;
- copy, modify, or create derivative works of the Service, or remove or alter any legal notices in it;
- reverse engineer, decompile, or otherwise attempt to derive the Service’s source code, except to the extent a law forbids that restriction;
- incorporate the Service into a service you provide to a third party, or use it to build a competing service;
- bypass, disable, or interfere with the Service’s security features — including the de-identification step described in Practice Data below.
You are responsible for ensuring your devices and systems meet the Service’s minimum requirements, and for promptly notifying ChiroScore in writing of any breach of these conditions you become aware of.
2. Accounts
- The Practice registers an account to receive the Service and designates who at the practice may use it. Each user must have their own named account; accounts must not be shared.
- Account roles (for example owner, manager, front desk, or read-only coach access) are assigned by the Practice, and the Practice may add, remove, or change a user’s access at any time. ChiroScore is not responsible for actions the Practice’s administrators take on user accounts.
- The Service is not directed at, and must not be used by, anyone under eighteen. The Practice is responsible for ensuring its users meet this requirement.
- The Practice is responsible for all activity under its accounts, including keeping credentials confidential, limiting access to people it has authorized, and ensuring use complies with this Agreement.
- The Practice is responsible for providing any notices to, and obtaining any consents from, its staff needed for ChiroScore to provide the Service in accordance with our Privacy Policy.
3. The Service
The Service includes: (i) ChiroScore’s cloud-based, software-as-a-service scoreboard and analytics; (ii) the ChiroScore edge software, which ChiroScore licenses to the Practice on a limited, non-exclusive, non-transferable basis solely for use at the Practice’s own locations in connection with the Service; (iii) related support; and (iv) anything else specified in an order. It excludes Practice Data (defined below).
ChiroScore may change the Service from time to time. If a change materially reduces the Service’s functionality, or a Service is discontinued without a substantially equivalent replacement, ChiroScore will notify you, and you may terminate the affected Service by notice within 30 days of that notification, in which case ChiroScore will refund any prepaid, unused fees for it. Nothing limits ChiroScore’s ability to make changes required to comply with law, address a material security risk, or avoid a substantial economic or technical burden.
4. Acceptable use
You must not use the Service to store or transmit unlawful, infringing, or harassing material, or material containing viruses or other harmful code, and you must not use it in violation of applicable law.
5. Practice Data
“Practice Data” means the data, information, and material provided or submitted by or on behalf of the Practice through the Service — scheduling and billing exports, practice-level settings, targets, and similar operational information. As between the Parties, the Practice retains all right, title, and ownership in Practice Data, and is solely responsible for its accuracy, legality, and its right to use it. ChiroScore uses Practice Data only to provide the Service as described in this Agreement and the Privacy Policy, and may use aggregated, de-identified statistics that identify neither the Practice nor any individual (for example, benchmark ranges).
De-identification; no patient-identifying data
The Service is designed so that patient-identifying records never reach ChiroScore: the edge software removes patient names, dates of birth, and contact details on the Practice’s own equipment before anything is transmitted. The Practice agrees to submit data to ChiroScore only through that pipeline, and not to enter patient-identifying or other sensitive personal information (government identifiers, financial account numbers, medical history) into free-text fields, settings, or any other part of the Service. The Practice remains responsible for its own systems and its own legal obligations, including under HIPAA, with respect to the records it holds.
Security; breach notice
ChiroScore implements the technical and organizational measures described in the Privacy Policy to protect Practice Data it holds, monitors and adjusts those safeguards over time, and stores Practice Data in the United States. If ChiroScore becomes aware of unauthorized access to Practice Data, it will promptly notify the Practice in writing, cooperate to mitigate the breach, and comply with applicable law. If ChiroScore is legally compelled to disclose Practice Data, it will (where lawful) notify the Practice promptly, limit disclosure to the minimum required, and request confidential treatment.
6. Fees and payment
The Practice will pay the fees stated in the applicable order — ChiroScore’s standard pricing is monthly, per location. Fees and fee terms are Confidential Information. ChiroScore may update fees on at least thirty (30) days’ written notice, effective no earlier than the next renewal. Except for amounts subject to a good-faith written dispute raised within thirty (30) days of invoice, late amounts may bear a late fee of one and one-half percent (1.5%) per month or the maximum allowed by law, whichever is less, plus reasonable collection costs. Disputed-in-good-faith amounts don’t excuse payment of the undisputed remainder.
7. Term and termination
This Agreement starts when you first accept it and continues for the subscription term stated in the applicable order, renewing automatically for successive periods of the same length unless either Party gives written notice of non-renewal (email suffices) before the current term ends — by at least the notice period stated in the order, or thirty (30) days if none is stated. Either Party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice describing it. On termination, the Practice’s access ends and ChiroScore will delete Practice Data in accordance with the Privacy Policy; the edge software license ends and the Practice will uninstall it. Sections that by their nature should survive (ownership, confidentiality, disclaimers, limitations of liability, disputes) survive termination.
8. Not medical advice
ChiroScore provides business analytics about practice operations. It is not a medical device, does not provide medical advice, and is not a substitute for professional judgment about the care of any patient. Decisions about patient care are solely the Practice’s.
9. Indemnification; limitation of liability
- By ChiroScore. ChiroScore will indemnify and hold the Practice harmless from damages, claims, and losses resulting from ChiroScore’s material breach of this Agreement or the gross negligence or willful misconduct of ChiroScore or its representatives, including reasonable attorneys’ fees.
- By the Practice. The Practice will indemnify and hold ChiroScore and its officers, employees, and agents harmless from damages, claims, costs, and losses resulting from the Practice’s breach of this Agreement or the negligence or willful misconduct of the Practice or its representatives, including reasonable attorneys’ fees.
- Limitation. Except as expressly set forth here, neither Party is liable for indirect, punitive, special, exemplary, incidental, or consequential damages of any kind (including business interruption, loss of data, revenue, or profits) arising out of or connected with the Service, even if advised of the possibility. ChiroScore’s total liability is limited to the amounts actually paid for the Service in the three (3) months preceding the claim.
10. Warranties; disclaimers
ChiroScore will perform the Service in a professional and workmanlike manner consistent with recognized industry standards. If the Service fails to conform to that warranty, ChiroScore’s sole obligation — and the Practice’s sole remedy besides termination as provided above — is to use commercially reasonable efforts to correct the nonconformity.
EXCEPT AS STATED ABOVE, THE SERVICE IS PROVIDED “AS IS.” CHIROSCORE DOES NOT WARRANT THAT THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, THAT IT WILL OPERATE IN COMBINATION WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR DATA, OR THAT IT WILL MEET THE PRACTICE’S REQUIREMENTS, AND CHIROSCORE DOES NOT WARRANT ANY PARTICULAR BUSINESS RESULT FROM USE OF THE SERVICE.
11. Confidentiality
Each Party may receive the other’s non-public business, technical, or financial information in connection with this Agreement, including the terms of this Agreement (“Confidential Information”), whether or not marked confidential. Each Party will hold the other’s Confidential Information in strict confidence and use it only to perform under this Agreement, and will not disclose it to third parties without the other Party’s written consent, except as required by law.
12. Governing law; venue; disputes
This Agreement is governed by the laws of North Carolina, without regard to its conflict-of-law rules. Venue for all purposes lies in the appropriate courts located in Wake County, North Carolina, and each Party consents to their jurisdiction. The Parties will first attempt to resolve any dispute by good-faith negotiation, then mediation, and if unsuccessful, by binding arbitration before a recognized alternative-dispute-resolution provider in Wake County, North Carolina, with judgment on the award enterable in any court of competent jurisdiction. Fees and costs of dispute resolution are borne by the losing Party unless the Parties stipulate or the mediator or arbitrator decides otherwise.
13. Miscellaneous
- Successors and assigns. This Agreement binds and benefits the Parties’ respective successors and permitted assigns.
- Independent contractors. The Parties are independent contractors; nothing here creates a partnership, joint venture, agency, fiduciary, or employment relationship.
- Force majeure. ChiroScore is not responsible for failure or delay caused by events beyond its reasonable control.
- Notices. Notices must be in writing to the addresses in the applicable order (or another address a Party designates in writing); a copy by email (mike@chiroscore.com for ChiroScore) should be sent whenever possible.
- No waiver. A Party’s delay or failure to enforce a right is not a waiver of it; rights and remedies are cumulative.
- Severability. If a provision is held invalid, it is modified to the minimum extent necessary (or severed), and the rest of the Agreement stands.
- Entire agreement. This Agreement, together with the applicable order and the Privacy Policy, is the entire agreement on its subject and supersedes prior agreements on it. Headings are for convenience only.
- Authority. Each person accepting this Agreement for a Party affirms they have authority to bind that Party.
Contact
Questions about these terms:
ChiroScore, LLC · mike@chiroscore.com