Terms of Use

In these Terms of Use ("Terms"), OpenVisits, LLC and its affiliates will be referred to as "OpenVisits" and terms like "we," "our," or "us."

These Terms govern your access to and use of our products and services that link to or reference these Terms ("Services"). The Services include all of our:

• Website ("Site"), including openvisits.com
• Cloud-based electronic health records platform and associated practice management systems (collectively, "Platform")
• Mobile applications ("Apps")
• Application programming interfaces ("APIs")
• Professional services including implementation, training, and support
• Data conversion, analytics, and reporting services
• Communication tools and patient engagement features
• Patient portals and self-service interfaces
• Knowledge bases and training materials
• Telehealth and virtual visit capabilities

The Services include everything provided through or as part of the Services, such as all software, tools, and Content (as defined below). To be clear, the Services do not include, and OpenVisits does not provide, any healthcare services.

Please read these Terms carefully before you use the Services as they are a legal agreement between OpenVisits and you once they are accepted. Please also review our Privacy Policy to learn about our information collection, use, and privacy practices.

By clicking "I accept," "Agree," or similar, or by using any of the Services, you accept and agree to be bound by these Terms, including the mandatory arbitration and class action waiver in Section 11. If you do not agree with any portion of these Terms, do not use any Services.

If you are using Services on behalf of another person or entity, you: (i) represent that you are authorized to bind that person or entity to these Terms and (ii) agree to be bound by these Terms on behalf of that person or entity.

Healthcare Providers

If you are using the Services as an OpenVisits customer (healthcare provider, practice, or organization), you are a "Provider" for purposes of these Terms.

Patient Users

You must be a patient of a Provider to use certain Services (a "Patient User").

User Accounts

You will need to create an account to use certain Services, requiring a username and password. When you create an account, you must provide true, accurate, and complete information and keep it updated.

You must:

• Protect your username and password
• Not permit anyone else to use your credentials
• Not use anyone else's credentials
• Notify us immediately of any unauthorized use or security breaches

You are fully responsible for any activity under your account. If you are a Provider, you may need to use login credentials provided by OpenVisits or your practice administrator for certain features.

Children and Minors

The Services are not intended for children under 18 years old. If you are between 13-18, you may use the Services with valid parental consent. If you are under 13, your parent or legal guardian may use the Services on your behalf, but you may not use the Services directly.

Communication Preferences

By creating an account, you consent to receive electronic communications from OpenVisits, including operational notices and promotional materials. Patient Users consent to receive communications from their providers through the Services at any time of day or night.

You may opt out of promotional communications but will continue to receive service-related notifications. Push notifications can be controlled through your device settings.

Healthcare Providers

If you are a Provider:

• You have exclusive responsibility for all healthcare services, medical decisions, and treatment with respect to patient care
• You are responsible for determining the accuracy and appropriateness of any information provided by the Services
• You acknowledge that the Services do not "recommend," "suggest," or "advise" diagnoses or treatment decisions
• You will not use the Services to collect personal information in violation of HIPAA or other applicable laws
• You will comply with all applicable laws regarding security, confidentiality, and protection of medical records

Patient Users

If you are a Patient User:

• Providers, not OpenVisits, are solely responsible for healthcare services provided through the Services
• Use of the Services does not create a provider-patient relationship between you and OpenVisits
• All Content is for informational purposes only and is not a substitute for professional medical judgment
• OpenVisits is not responsible for disputes between you and healthcare providers

General Obligations

All users must:

• Use the Services only as authorized in these Terms and in accordance with applicable laws
• Exercise caution and common sense when using the Services
• Not impersonate others or use false information
• Not interfere with others' use of the Services
• Not copy, reproduce, sell, or distribute the Services
• Not reverse engineer or attempt to discover proprietary code
• Not use the Services to build competing products
• Not submit spam, illegal content, or infringing materials
• Not use automated tools to access the Services without authorization
• Not attempt to circumvent security measures

User Submissions

The Services may permit you to submit content ("Submissions"). You own your Submissions but grant OpenVisits a worldwide, non-exclusive, royalty-free, perpetual right to use them for lawful purposes related to providing the Services.

You are solely responsible for your Submissions and represent that you have all rights necessary to grant the licenses in these Terms. Do not disclose personal or health information in Submissions except through Services specifically designed for such information.

Technology Requirements

You are responsible for providing and maintaining appropriate software, hardware, and internet connectivity needed to use the Services. Requirements may change at any time.

Geographic Limitations

The Services are intended for use only in the United States. If you access the Services from outside the U.S., any information will be transferred to and processed in the United States in accordance with these Terms and our Privacy Policy.

Modifications and Limitations

We may, with or without notice and without liability:

• Modify, suspend, or terminate operation of any feature of the Services
• Restrict, limit, suspend, or terminate user access to the Services
• Monitor user activity to verify compliance with these Terms
• Investigate suspected misuse and cooperate with law enforcement
• Disclose information in response to legal process or government investigations

Updates and Maintenance

OpenVisits may develop and provide updates including upgrades, bug fixes, patches, and new features. Updates may change or remove certain features. We have no obligation to provide updates or maintain particular features.

Some Services may not operate properly without updates, so we encourage prompt installation. We may suspend access until certain updates are installed. All updates are part of the Services and subject to these Terms.

Your Termination

You may terminate your use of the Services by ceasing to use them. Patient Users should contact their Provider to terminate accounts. Provider termination is addressed in Transaction Documents.

Our Termination Rights

OpenVisits may at any time and without liability terminate or suspend your access to the Services, in whole or in part, for any reason, including violation of these Terms or applicable law. Such termination may occur without prior notice, and we may immediately deactivate accounts and remove access to all content.

Effect of Termination

Upon termination, all rights granted under these Terms cease and you must stop using the Services. Provisions that by their nature should survive termination will continue to apply.

Subject to your compliance with these Terms and Transaction Documents, we grant you a revocable, conditional, and limited right to access and use the Services solely for your authorized personal or business use. These rights are personal to you and may not be transferred or sublicensed.

The Services are the proprietary property of OpenVisits and its licensors and are protected by intellectual property laws. No rights are granted except those expressly provided in these Terms and Transaction Documents. We reserve all rights not expressly granted.

The names, marks, logos, and other identifiers associated with OpenVisits are trademarks owned by OpenVisits. Unauthorized use is strictly prohibited and may result in civil and criminal penalties.

Content

"Content" means all text, data, information, materials, images, graphics, videos, databases, and other content we provide through the Services. OpenVisits provides Content as a convenience. Users rely on Content at their own risk.

Feedback

If you provide us with comments, suggestions, or other feedback, you agree that we have no obligation to use it, we have an unrestricted right to use it, and you are not entitled to compensation.

The Services may contain links to or provide access to third-party websites, products, and services ("Third-Party Services"). OpenVisits does not approve, sponsor, or endorse Third-Party Services and is not responsible for them.

You access Third-Party Services solely at your own risk. Third-Party Services may have their own terms and conditions and privacy policies. You must bring any rights or claims related to Third-Party Services directly to their providers.

OpenVisits disclaims all warranties, express, implied, or statutory, including:

• Warranties of merchantability, fitness for a particular purpose, non-infringement, and title
• That the Services will be uninterrupted or error-free
• That defects or errors will be corrected
• That the Services will be secure and free of harmful components
• That Content will be current or accurate
• Against loss or corruption of data
• That particular products or services will be available

Any Content provided through the Services is intended as a supplement to, not a substitute for, professional healthcare judgment. Your use of the Services is entirely at your own risk.

OpenVisits makes no guarantees regarding the accuracy of any population health data or other information provided by the Services. Such information is not legal advice, and all legal inquiries should be directed to your legal counsel.

• Any indirect, incidental, exemplary, special, punitive, or consequential damages (including loss of data or profits) arising from your use of the Services, even if advised of the possibility of such damages
• Damages exceeding, in the aggregate for all claims, the greater of: (a) amounts paid by you for the Services in the 3 months prior to the events giving rise to the claim or (b) $100

Each provision limiting liability, disclaiming warranties, or excluding damages allocates risk between the parties and is an essential element of our agreement. These limitations apply even if any limited remedy fails of its essential purpose.

Some states do not allow exclusion or limitation of liability for certain damages, so these limitations may not apply to you.

You will indemnify OpenVisits and its officers, directors, employees, agents, and contractors (collectively, "Indemnified Parties") from and against any claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or reliance upon the Services
• Your Submissions and Feedback
• Your violation of these Terms, Transaction Documents, or applicable law

You agree to provide reasonable cooperation in defending any such claims.

Disputes Subject to Arbitration

This section applies to all disputes between you and OpenVisits arising out of or related to these Terms or the Services, unless you are a Provider (in which case dispute resolution is governed by Transaction Documents).

Waiver of Jury Trial and Class Actions

By entering these Terms, both parties waive the right to trial by jury or to participate in class or representative actions. The Federal Arbitration Act governs this arbitration provision.

Notice of Disputes

Before seeking arbitration, parties must try to settle disputes within 30 days. Notice of intent to arbitrate must be sent to:

No Class Arbitration

You and OpenVisits agree that each may bring claims against the other only in individual capacity, not as plaintiff or class member in any class or representative proceeding.

Arbitration Procedures

Arbitration will be administered by the American Arbitration Association under their Commercial Arbitration Rules, as modified by these Terms. Unless otherwise agreed, hearings will take place in your county of residence or principal place of business.

Time Limitation

You must file any dispute within 1 year after it arises or it will be forever barred.

Governing Law

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law provisions. Any disputes not subject to arbitration will be resolved in state or federal courts in Cook County, Illinois.

Notices

OpenVisits may provide notices by posting on the Site, through the Services, or by email.

Severability

If any provision of these Terms is declared unenforceable, the parties will replace it with a substitute that reflects the original intent, and the validity of other provisions will not be affected.

Force Majeure

OpenVisits will not be liable for failure to perform due to circumstances beyond our reasonable control, including acts of government, war, terrorism, natural disasters, cyber attacks, or third-party service failures.

Contact Information

If you believe that third-party content on the Services infringes your copyrights, you may submit a DMCA notification to our Copyright Agent with the following information:

• Physical or electronic signature of authorized person
• Identification of the copyrighted work claimed to be infringed
• Identification of infringing material and its location
• Your contact information
• Statement of good faith belief that use is not authorized
• Statement that the information is accurate and you are authorized to act

EHR Platform

Our electronic health records platform is governed by Transaction Documents and these Terms supplement those agreements. The Platform includes patient-facing features such as patient portals and communication tools.

You agree that OpenVisits may use data provided through the Platform to create de-identified data in accordance with HIPAA and may use, sell, and commercialize such de-identified data. OpenVisits owns all rights in de-identified data.

Patient Portals

Patient portal functionality allows Providers to enable patient accounts for registration, appointment scheduling, secure messaging, and bill payment. Patient portals are available only to patients under active care of a Provider.

If you are a Patient User:

• All communications are between you and your Provider
• OpenVisits has no responsibility for your portal activity
• Your Provider may send messages at any time and you consent to receive them
• You must monitor and respond to messages
• Healthcare providers communicate only with you about your personal conditions

Telehealth Services

Our telehealth Services enable Providers to interact with patients remotely through video, messaging, and other communication tools. Telehealth should not be used for urgent or emergency medical conditions.

Providers are solely responsible for:

• All medical decisions and treatment provided via telehealth
• Determining appropriate use of telehealth for each patient
• Obtaining required consents and complying with applicable laws
• Understanding billing and reimbursement limitations

Patient Users acknowledge that telehealth may have limitations and risks, including insufficient information for diagnosis, technology failures, privacy breaches, and limited treatment options.

API Services

Our API Services permit authorized access to data stored in the Platform. Use of API Services is subject to separate API Terms of Use and developer agreements.

Analytics and Reporting

Analytics Services allow Providers to analyze clinical, operational, and financial data. Analytics is designed as a reference tool for healthcare professionals and OpenVisits is not responsible for the accuracy of analytics results or damages from their use.

You are responsible for verifying accuracy, interpreting results, and implementing backup procedures. Information provided through analytics should be treated as confidential and used only for internal business purposes.

Voice Recording and Biometric Data

Certain Services may collect voice recordings and voiceprints when you use dictation or voice-to-text features. This biometric data is used to provide transcription services and improve voice recognition capabilities.

By using voice features, you acknowledge that biometric data may be collected and processed as described in these Terms and our Privacy Policy. Providers are responsible for complying with all requirements for collecting biometric information and obtaining required consents.