Terms of Service

These Terms of Service ("Terms") are a binding agreement between Clementine Labs, LLC ("Clementine Labs," "we," "us," or "our") and the individual or organization that registers for or uses SunnyEHR ("Customer," "you," or "your").

Clementine Labs provides SunnyEHR under the SunnyEHR brand. By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you do not agree, do not use the Service.

If you accept on behalf of a practice or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

SunnyEHR is a cloud-based electronic health record and practice management platform for therapy practices. The Service may include, among other features, clinical documentation, scheduling, billing and insurance tools, a secure client portal, and group-practice administration.

We may update, modify, or discontinue features from time to time. We will use reasonable efforts to provide notice of material changes that adversely affect core functionality, but we do not guarantee that any particular feature will remain available.

You must be at least 18 years old and authorized to enter into these Terms. The Service is intended for licensed or supervised therapy professionals and their authorized staff, not for direct consumer clinical care outside a professional practice context.

You are responsible for maintaining the confidentiality of account credentials and for all activity under your account. Practice administrators are responsible for managing team access, roles, and permissions within their organization.

You agree to provide accurate account and practice information and to keep it current.

You agree not to:

• Use the Service in violation of applicable law, professional standards, or third-party rights
• Upload malware, attempt unauthorized access, probe or scan systems, or interfere with the Service
• Scrape, crawl, or harvest data from the Service except through documented APIs we make available
• Reverse engineer or attempt to extract source code except where prohibited by law
• Use the Service to store or transmit content you do not have the right to use
• Misrepresent your identity, credentials, or affiliation

We may investigate suspected violations and suspend or terminate access as described in Section 12.

SunnyEHR may be used to create, receive, maintain, or transmit protected health information ("PHI") as defined under HIPAA. You may not upload, store, or otherwise submit PHI through the Service until a Business Associate Agreement ("BAA") between Clementine Labs and your organization has been executed.

You represent that you are a Covered Entity, Business Associate of a Covered Entity, or otherwise authorized to handle PHI in connection with your use of the Service. You are solely responsible for obtaining any consents, notices, and authorizations required for your clinical and administrative use of the Service, including your obligations under HIPAA and applicable state privacy laws.

In the event of a conflict between these Terms and an executed BAA regarding PHI, the BAA controls with respect to PHI.

As between the parties, you retain ownership of data you submit to the Service, including client records and clinical content ("Customer Data"). You grant Clementine Labs a limited license to host, process, transmit, and display Customer Data solely to provide, secure, maintain, and improve the Service and as otherwise permitted by these Terms and any applicable BAA.

You are responsible for the accuracy, legality, and appropriateness of Customer Data and for maintaining your own backups or exports where required by law or professional obligation, except as we expressly agree in writing.

The Service relies on and may integrate with third-party providers, including cloud infrastructure, payment, insurance, and calendar services. Current categories of subprocessors include Amazon Web Services, Google Cloud, Stripe, and Stedi. Features that depend on third parties may be unavailable, limited, or changed based on those providers' terms, outages, or policy decisions.

Your use of third-party services through SunnyEHR may be subject to separate terms between you and those providers. Clementine Labs is not responsible for third-party services outside our reasonable control.

If you purchase a paid subscription or other paid offering, fees will be described at checkout, in an order form, or in your account settings. Unless stated otherwise, fees are billed in advance, non-refundable except where required by law or expressly stated, and exclusive of applicable taxes, which you are responsible for paying.

We may change pricing for renewals with reasonable advance notice. Failure to pay may result in suspension or termination of access.

Clementine Labs is a technology provider, not a healthcare provider, therapist, or medical advisor. The Service does not provide clinical judgment, diagnosis, or treatment, and we do not guarantee any clinical, billing, insurance, or business outcome.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEMENTINE LABS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO CLEMENTINE LABS FOR THE SERVICE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You will defend, indemnify, and hold harmless Clementine Labs and its affiliates, officers, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Customer Data or content you submit; (c) your violation of these Terms or applicable law; or (d) your submission of PHI without a required BAA or required authorizations.

You may stop using the Service at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay applicable fees, pose a security or legal risk, or if required by law. Where practicable, we will provide notice before suspension or termination, except where immediate action is necessary to protect the Service, users, or third parties.

Upon termination, your right to access the Service ends. Sections that by their nature should survive termination will survive, including ownership, disclaimers, limitation of liability, indemnity, and governing law.

We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms, updating the effective date, and/or notifying you by email or in-product notice. Continued use of the Service after the effective date of updated Terms constitutes acceptance, except where applicable law requires a different form of consent.

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. You and Clementine Labs agree that exclusive venue for disputes arising out of or relating to these Terms or the Service will be in state or federal courts located in Texas, and you consent to personal jurisdiction there.

Questions about these Terms may be sent to michael@sunnyehr.com.