Terms of Service

ChiroSpring Terms of Service

Effective: October 17, 2025

These Terms of Service (“Terms”) govern your access to and use of ChiroSpring’s cloud-based software platform, websites, and related products and services (collectively, the “Services”), which are owned and operated by IntuiSoft Technologies, LLC d/b/a ChiroSpring (“ChiroSpring,” “we,” “our,” or “us”).

Our Privacy Policy, available here, is incorporated by reference into these Terms. Please read these Terms and the Privacy Policy carefully before accessing or using the Services, as together they form a binding legal agreement between you and ChiroSpring.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the incorporated Privacy Policy. If you do not agree to all of these Terms, do not use the Services.

1. KEY TERMS.

“ChiroSpring,” “we,” “our,” or “us” means ChiroSpring  and its affiliates.

“Customer,” “you,” or “your” means the clinic, practice, or other entity that subscribes to and uses the Services.

“Services” means ChiroSpring’s cloud-based software platform and related products and support, including the ChiroSpring 360 Pro +, ChiroSpring 360 Pro, and ChiroSpring 360 packages, and any optional add-on or à la carte features.

“Base System” means the core functionality of the Services, which may include electronic health records, scheduling, billing, patient-relationship management (PRM), secure messaging, the Provider App, the Patient App, automatic software updates, data backup, and customer support.

“Optional Services” means features or tools that you may choose to activate for an additional fee, as listed on your subscription page or purchase order.

“Billing Services” means the claim-processing activities that ChiroSpring performs on your behalf, including preparation, submission, and communication of claims that you approve and provide.

“Billing Period” means a one-month period beginning on the calendar day your subscription starts, unless otherwise stated in your subscription page or purchase order.

“Customer Data” means information, records, and other data that you or your authorized users upload to or store within the Services, including protected health information (PHI) as defined under HIPAA.

“Claim(s)” means healthcare-related financial transactions between you and third-party payors, such as insurance carriers or government programs.

“Claim Scrubber” means ChiroSpring’s automated tool that identifies potential errors in claim data before submission.

“Clearinghouse” means the third-party electronic network that transmits and receives claim data and electronic remittance advice (ERA) files on your behalf, which ChiroSpring manages as part of certain packages.  When ERA files require manual posting, fees may apply.  

“Excess Claims” means any claim volume that exceeds the number of monthly claims included in your subscription; additional per-claim fees may apply.

“Confidential Information” means non-public business or technical information disclosed by one party to the other that a reasonable person would understand to be confidential.

“Documentation” means user manuals, online help, and other written materials describing how to use the Services.

“HIPAA Rules” means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health (HITECH) Act of 2009, and their implementing regulations at 45 C.F.R. Parts 160 and 164.

“Subscription Page” means the online page within your ChiroSpring account that lists your current plan, add-ons, and pricing.

“Purchase Order” means any written or electronic order or subscription form that references these Terms and specifies the Services you have selected and agreed to pay for.

“Territory” means the United States, its territories, and the Commonwealth of Puerto Rico, unless otherwise agreed in writing.

2. USE OF SERVICE

2.1 Access and License. Subject to payment of all applicable fees and continued compliance with these Terms, ChiroSpring grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the ChiroSpring cloud-based software and related services (the “Services”) solely for your internal business purposes. You must maintain the confidentiality of all usernames and passwords, implement reasonable security controls to ensure that only authorized users access the Services, and ensure that all use of the Services complies with applicable laws. Any action or omission by an authorized user that violates these Terms will be considered a breach by you.

2.2. Your Responsibilities. Your performance of the following responsibilities is required for ChiroSpring to provide the Services. You must meet all technical and system requirements described in the documentation or communicated by ChiroSpring, including minimum hardware, browser, and network specifications. You must ensure your staff are available to assist as reasonably required by ChiroSpring and that such personnel have appropriate skills and decision-making authority. You must designate an account administrator who serves as the primary point of contact with ChiroSpring and has authority to act on your behalf in connection with the Services. You must provide ChiroSpring with secure access to systems, data, and other information necessary for the operation of the Services and ensure that all information you provide is accurate, complete, and given in good faith. You are solely responsible for maintaining appropriate backups of your data before providing it to ChiroSpring or using the Services, and ChiroSpring is not responsible for loss of data resulting from your failure to do so.

2.3.  Restrictions. You may not sell, rent, lease, loan, sublicense, distribute, disclose, or otherwise make the Services or related documentation available to any third party except to authorized users acting on your behalf in accordance with these Terms. You may not copy, modify, or create derivative works of the Services, disassemble or reverse engineer them, or attempt to discover their source code or structure except where required by law. You must not remove or alter any copyright, trademark, or proprietary notices from the Services or documentation, or take any action that could harm ChiroSpring’s intellectual property rights. You may not allow any competitors of ChiroSpring to access the Services for evaluation, benchmarking, or other competitive purposes.

2.4. Updates and Availability. You acknowledge that the Services are hosted and controlled by ChiroSpring. You have no right to obtain a copy of the Services’ source code or underlying technology. ChiroSpring may update, modify, or enhance the Services at any time. Updates may occur automatically, while others may require your implementation or acceptance. The Services may include authentication or other security mechanisms to prevent unauthorized use. From time to time, ChiroSpring may perform maintenance or improvements that could temporarily affect availability. ChiroSpring is not liable for interruptions resulting from such maintenance. The Services are provided on a subscription basis and are not sold to you.

3. OPTIONAL SERVICES.

3.1. Service Selection. You may upgrade to a higher service level at any time. Any upgrades take effect immediately and are billed at the full monthly rate for the entire billing period, even if the upgrade occurs mid-cycle. You may downgrade by providing written notice to ChiroSpring, but downgrades will not result in partial refunds, and charges will apply for the entire billing period in which the downgrade occurs. If you currently use ChiroSpring’s Proactive Billing Services (PBS) or Reactive Billing Services (RBS), ongoing claim activities may continue after a downgrade. A minimum of sixty (60) days’ written notice prior to the end of your billing period is required to discontinue PBS or RBS.

3.2.  Operations. ChiroSpring supports the secure electronic and paper processing of claims between you, clearinghouses, and third-party payors. ChiroSpring may periodically update its operational processes or support details, provided such changes do not materially diminish the functionality of the Services. Details regarding system operations, processing times, and customer support are available at www.chirospring.com or within the online documentation accessible through the Services.

3.3. Training. ChiroSpring provides remote training for claim submission and data management. You will receive sixty (60) days of initial training at no additional cost. Ongoing training or support beyond this period may be obtained through the in-app support portal, help articles, or live chat within the Services. Phone-based support may not be included in all subscription levels.

4. LEGAL LIMITATIONS.

4.1. Compliance and Exclusions. You represent and warrant that you and your providers are not currently listed by any federal or state agency as excluded, debarred, or otherwise ineligible to participate in any government healthcare program. You must immediately notify ChiroSpring if you, your organization, or any of your employees become excluded, debarred, or ineligible for such participation. You further agree not to employ or contract with any individual who you know—or reasonably should know—is excluded or ineligible from participation in a federal or state healthcare program.

4.2. Ongoing Verification. You are responsible for making reasonable, periodic inquiries regarding the exclusion status of your employees and independent contractors. Verification should include reviews of the General Services Administration’s System for Award Management (SAM) database and the U.S. Department of Health and Human Services Office of Inspector General’s List of Excluded Individuals/Entities (LEIE).

5. DISCLAIMER OF WARRANTY.

5.1. General Disclaimer. ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CHIROSPRING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CHIROSPRING DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5.2. System Performance. From time to time, access to the Services may be interrupted for maintenance, upgrades, or other technical reasons. ChiroSpring does not warrant that the Services will meet your specific requirements or that errors will be corrected. You acknowledge that Internet transmissions are never completely private or secure, and that any data sent or received through the Services may be intercepted by others, even if a particular transmission is encrypted.

5.3. No Medical or Legal Advice. The Services, including all data, reports, and recommendations generated through the platform, are provided for informational and administrative purposes only and are not intended as medical or legal advice. ChiroSpring is not a healthcare provider, does not practice medicine or law, and does not provide diagnostic, treatment, billing, or clinical decision-making services. You are solely responsible for verifying the accuracy of any information produced by the Services and for all decisions related to patient care, coding, billing, and compliance with applicable law. Use of the Services does not create a provider-patient relationship or any duty of care by ChiroSpring.

5.4. Third-Party Services. ChiroSpring is not responsible for any third-party applications, integrations, or services that you use in connection with the Services. Your use of such third-party offerings is governed solely by the terms of those third parties, and ChiroSpring disclaims all liability arising from or related to them.

6. FEES AND PAYMENT TERMS.

6.1. Subscription Fees. Your subscription fees and any other applicable charges for the Services are described on your Subscription Page or Purchase Order. All fees are due and payable in accordance with your selected billing cycle and are non-refundable except as expressly provided in these Terms. Unless otherwise stated, subscriptions automatically renew at the end of each billing period at ChiroSpring’s then-current rates. ChiroSpring reserves the right to modify fees or introduce new charges upon at least thirty (30) days’ advance notice, which may be provided by email or within the Services. Continued use of the Services after any fee change becomes effective constitutes your agreement to the new fees.

6.2. Payment Method. You must provide and maintain a valid payment method for all charges under your account. By submitting payment information, you authorize ChiroSpring (and its third-party payment processors) to automatically charge all applicable fees to that payment method on a recurring basis until your subscription is cancelled. You represent and warrant that you have the right to use the payment method provided. If any payment is declined or cannot be processed, ChiroSpring may suspend or terminate your access to the Services until payment is received in full.

You must keep your billing contact information current, including your billing contact name, email address, business address, and phone number. All invoices, payment notices, and other account-related communications will be sent to the billing contact on file. You agree to notify ChiroSpring of any changes within five (5) business days.

6.3. Late Payments. If any undisputed amount is not paid when due, ChiroSpring may charge interest on the overdue balance at 1.5% per month (or the maximum rate permitted by law) and may recover any collection costs, including reasonable attorneys’ fees. ChiroSpring may also suspend or limit access to the Services during any period in which payments remain outstanding.

6.4. Disputed Charges. If you believe an invoice or charge is incorrect, you must notify ChiroSpring in writing within fifteen (15) days of the charge and include sufficient detail of the dispute. Failure to do so constitutes your waiver of the right to dispute the charge. The parties will work in good faith to resolve any billing disputes promptly.

6.5. Taxes. All fees are exclusive of applicable taxes, duties, and other governmental charges. You are responsible for paying all taxes associated with your purchase and use of the Services, excluding taxes based on ChiroSpring’s net income. If you are exempt from tax, you must provide ChiroSpring with valid exemption documentation prior to the start of your subscription.

6.6. Additional Usage Fees. Certain Services may include limits on claim submissions or other usage thresholds. If your claim volume or usage exceeds those limits, additional per-claim or usage fees will apply as described on your Subscription Page or Purchase Order.

7. CUSTOMER’S OBLIGATIONS.

7.1. Customer Warranties. You represent and warrant that (a) you and your authorized users will use the Services only in accordance with these Terms, ChiroSpring’s documentation, and all applicable laws and regulations; (b) you own or have all necessary rights and consents to use and provide any Customer Data entered or uploaded into the Services; and (c) the use of Customer Data as described in these Terms does not violate any third-party rights, privacy laws, or contractual obligations. You are responsible for all activity that occurs under your account, whether or not authorized by you.

You are solely responsible for the accuracy, completeness, and legality of all Customer Data provided through the Services. ChiroSpring is not obligated to verify or validate Customer Data and assumes no responsibility for errors or omissions arising from inaccurate or incomplete information supplied by you or your users. You must promptly provide ChiroSpring with any credentials, technical data, or other information reasonably required to deliver the Services and ensure that all such information is true, complete, and provided in good faith. Customer Data may include protected health information (PHI) as defined under HIPAA, and you are responsible for ensuring that all PHI is handled in compliance with HIPAA and any other applicable privacy or data-protection laws. ChiroSpring will handle PHI in accordance with its Business Associate Agreement which is incorporated into these Terms by reference.

You are responsible for maintaining adequate data backups    and internal safeguards to protect your systems and credentials. ChiroSpring uses commercially reasonable administrative, technical, and physical safeguards to protect Customer Data but cannot guarantee absolute security or prevent unauthorized access. You acknowledge that Internet transmissions inherently carry security risks.

Customers on month-to-month subscriptions may cancel at any time with thirty (30) days’ written notice to ChiroSpring. Customers on annual subscriptions may cancel with thirty (30) days’ written notice but will be charged an early-termination fee of $2,000 or the remaining balance of the term, whichever is less. All amounts paid are non-refundable. Upon cancellation, you may export your data directly from the platform or request ChiroSpring’s Data Export Service for a one-time $1,000 fee, which includes the export of notes, demographics, and documents.

To facilitate billing and claim submissions, you authorize ChiroSpring to receive and process electronic data interchange (EDI) transactions and to communicate directly with payors and clearinghouses on your behalf. You agree to cooperate fully with ChiroSpring and to complete any documentation or authorizations reasonably required to support claim processing or payer enrollment.

8. CONFIDENTIALITY.

8.1. Confidential Information. “Confidential Information” means any business, technical, or financial information disclosed by one party to the other that is identified as confidential at the time of disclosure or disclosed under circumstances that would lead a reasonable person to understand it is confidential. The terms of this Agreement and any user identification, password, or account credential affecting Customer’s access to or use of the Services are also considered Confidential Information. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party before disclosure; (iii) is received from a third party without restriction on disclosure; or (iv) is independently developed without use of the disclosing party’s Confidential Information.

8.2. Use and Disclosure. Each party acknowledges that during the term of this Agreement, it may have access to the other party’s Confidential Information. The receiving party agrees that such information is proprietary to the disclosing party and shall remain in its sole property. Except as expressly permitted in this Section 8, the receiving party shall (i) not disclose or use the disclosing party’s Confidential Information; (ii) protect it using the same level of care as it uses to protect its own confidential information, but not less than a commercially reasonable standard of care; (iii) use Confidential Information only as necessary to perform under this Agreement; (iv) promptly notify the disclosing party upon discovery of any loss or unauthorized disclosure; and (v) return or destroy all Confidential Information upon termination in accordance with Section 8.3. Disclosure may occur if required by law, regulation, or court order, provided that the receiving party gives prompt notice (unless prohibited) to allow the disclosing party to seek a protective order or other remedy. These obligations survive for five (5) years following the return or destruction of Confidential Information.

8.3. Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, the receiving party shall return or destroy all originals and copies of Confidential Information. This obligation does not apply to archival, or backup copies maintained in secure storage that are not accessed for any unauthorized purpose. Upon request, the receiving party shall certify compliance with this section.

8.4. Feedback. Any feedback, comments, suggestions, or proposed modifications to the Services that you provide to ChiroSpring may be used, copied, modified, or implemented by ChiroSpring without limitation or obligation.

9. TERM AND TERMINATION.

9.1. Term. The term of this Agreement begins on the Effective Date and continues for a period of one (1) year, automatically renewing for successive one-year terms unless otherwise stated in your Purchase Order. If you select a month-to-month subscription, you may terminate at any time with thirty (30) days’ written notice to ChiroSpring.

9.2. Termination. The Agreement may not be terminated before the end of the current term except as expressly permitted under these Terms. You must provide at least thirty (30) days’ written notice prior to the end of your term for termination to be effective for the following term. If you breach any material provision of this Agreement, ChiroSpring may suspend or terminate your access to the Services immediately upon written notice. In the event of early termination of an annual subscription, you will be charged an early termination fee of $2,000 or the remaining balance of the term, whichever is less.

9.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, you must immediately stop using the Services and, within thirty (30) days, return or securely destroy all Confidential Information belonging to ChiroSpring. Upon ChiroSpring’s written request, you will certify such destruction in writing. Sections 2.3, 5, 6, 8, 11, 12, 13, 14.3, and 15 will survive any termination or expiration of this Agreement.

10. INDEMNITY OBLIGATION.

10.1. Intellectual Property Indemnification. If an unaffiliated third party brings a claim in the United States asserting that your authorized use of the Services infringes, violates, or misappropriates that third party’s intellectual property rights (a “Third-Party IP Claim”), ChiroSpring will defend the claim at its expense, pay all defense costs and settlements it approves, and satisfy any final judgment or award of damages. If a Third-Party IP Claim prevents or restricts your use of the applicable Service, ChiroSpring will, at its expense and in its sole discretion, use commercially reasonable efforts to (i) modify the Service to make it non-infringing; (ii) procure the rights necessary for you to continue using it; (iii) replace the affected Service with a functionally comparable and non-infringing alternative; or (iv) terminate this Agreement.

10.2. Exceptions. ChiroSpring has no indemnification obligation for any Third-Party IP Claim arising from (i) your use or combination of the Services with hardware, software, or data not provided or authorized by ChiroSpring; (ii) modification or alteration of the Services by anyone other than ChiroSpring or its authorized representatives; (iii) use of the Services in a manner not permitted under this Agreement or inconsistent with the documentation; or (iv) ChiroSpring’s compliance with your written specifications, designs, or instructions.

10.3. Procedure. ChiroSpring’s obligations under this Section are conditioned upon you (i) promptly notifying ChiroSpring in writing of any claim for which you seek indemnification, (ii) cooperating fully with ChiroSpring in the defense and resolution of the claim, and (iii) granting ChiroSpring sole control over the defense and settlement of the claim. You may, at your own expense, participate in the defense using counsel of your choice, provided that ChiroSpring retains primary control.

10.4. Sole and Exclusive. This Section 10 sets forth the sole and exclusive remedy and ChiroSpring’s entire liability for any Third-Party IP Claims.

11. LIABILITY.

11.1. Indemnification by ChiroSpring. ChiroSpring shall indemnify, defend, and hold harmless Customer, its officers, directors, employees, and agents from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) any material breach of this Agreement by ChiroSpring; (ii) ChiroSpring’s failure to perform its obligations as described herein; or (iii) any negligent act or omission by ChiroSpring or its personnel. Customer must give ChiroSpring prompt written notice of any claim and reasonable cooperation in its defense. Any delay or failure to provide notice will not relieve ChiroSpring of its obligations except to the extent it is materially prejudiced.

11.2. Limitation of Liability. To the maximum extent permitted by law, ChiroSpring’s total aggregate liability for all claims arising out of or related to this Agreement shall not exceed the total fees paid by Customer to ChiroSpring during the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall ChiroSpring be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of revenue, profit, goodwill, or data, even if ChiroSpring was advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

11.3. Application of Limitations. The limitations of liability in this Section 11 apply regardless of the form of action or legal theory—whether in contract, tort (including negligence), strict liability, misrepresentation, or otherwise—and whether or not such damages were foreseeable.

11.4. Exceptions. The limitations in Section 11.2 do not apply to (i) either party’s obligations under Section 10 (Indemnity Obligation); (ii) Customer’s payment obligations; or (iii) damages resulting from either party’s gross negligence, willful misconduct, or breach of its confidentiality obligations.

12. DISPUTE RESOLUTION.

12.1. Informal Resolution. If any dispute, controversy, or claim arises out of or relates to this Agreement or the Services (a “Dispute”), the parties will first attempt in good faith to resolve the matter through informal discussions. Either party may deliver written notice of the Dispute (“Dispute Notice”) to the other, and within ten (10) business days each party’s designated representatives will meet—by phone, video conference, or in person—to attempt resolution.

12.2. Arbitration. If the parties cannot resolve the Dispute within ten (10) business days after their initial meeting (or any longer period agreed in writing), the Dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will occur in Scott County, Iowa before a single neutral arbitrator. All proceedings, submissions, and awards are confidential and will be treated as compromise and settlement negotiations under applicable evidence rules.

12.3. Costs and Fees. Each party will bear its own attorneys’ fees and costs in the arbitration, except that the arbitrator may award reasonable fees and costs to the prevailing party if permitted by law or this Agreement. If Customer brings a claim that is unsuccessful in whole or in part, Customer agrees to reimburse ChiroSpring for its reasonable litigation expenses and attorneys’ fees incurred in connection with that claim.

12.4. Venue for Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or injunctive relief, equitable remedies, or enforcement of arbitration awards in the state or federal courts located in Scott County, Iowa, and each party consents to the exclusive jurisdiction of such courts for those purposes.

13. DATA ANALYTICS. You authorize ChiroSpring to extract and analyze aggregated or de-identified data from Customer Data for the purpose of improving, developing, and supporting the Services, as well as for general business, research, and benchmarking purposes. ChiroSpring may de-identify Customer Data in accordance with HIPAA standards and create datasets that no longer identify you, your patients, or any individual. Once de-identified, such data will not be considered Customer Data and may be used, copied, analyzed, and distributed by ChiroSpring without restriction.

ChiroSpring retains all ownership rights in any aggregated or de-identified datasets it creates, and in any products, analytics, insights, or improvements derived from them. Subject to your continuing ownership of identifiable Customer Data, you acknowledge that ChiroSpring may use aggregated data to generate industry insights, performance benchmarks, or usage statistics, provided that such data does not identify you or any individual and complies with applicable privacy laws.

All de-identification and data-handling activities under this Section will be performed in compliance with the HIPAA Rules and the Business Associate Agreement.

14. LEGAL COMPLIANCE.

14.1. General Compliance. Each party shall comply with all laws and regulations applicable to its business and its performance, receipt, and use of the Services. Each party is responsible for obtaining any licenses, approvals, or permits required to conduct its operations and to perform its obligations under this Agreement. ChiroSpring reserves the right to suspend or terminate access to the Services if Customer’s use violates applicable law or regulation.

14.2. HIPAA Compliance. This Agreement contemplates the exchange of protected health information (PHI) between the parties. To satisfy the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended by the HITECH Act, the parties agree to be bound by the terms of the Business Associate Agreement, which is incorporated into these Terms by reference. ChiroSpring will use, disclose, and safeguard PHI only as permitted by HIPAA, the Business Associate Agreement, and other applicable privacy or data-protection laws.

14.3 AI Features. Customer acknowledges that the Services have optional artificial intelligence features (“AI Features”), including AI Scribe. AI Scribe records conversations between Authorized Users and Customer’s patients (“Input”) and generate transcripts and related recommendations (“Output”). Input is stored temporarily for the purpose of processing and generating Output and may be deleted following processing. We may impose technical or usage limits, including but not limited to session duration, storage, and monthly usage. These limits may change from time to time to ensure system performance, compliance, or fair use. Customer represents and warrants that it has all rights, licenses, and permissions needed to provide Input to the Services. Customer is solely responsible for (a) obtaining all necessary consents and permissions from patients and other recorded parties in compliance with applicable law; (b) providing all legally required notices and disclosures regarding the recording of conversations; (c) complying with all applicable federal, state, and local privacy and recording laws; (d) reviewing and verifying the accuracy of the Input and the Output; and (e) evaluating and making all clinical decisions. Customer acknowledges that due to the nature of machine learning, Output may not be unique, and the Services may generate the same or similar Output to Customer and a third party. The Output is intended for informational purposes only and is not a substitute for professional judgment or medical advice. The Services are intended for use with English speakers only, and use automated transcription and language-processing technologies, which are subject to limitations and potential inaccuracies. The Output may contain errors in grammar, syntax, numerical data, and spelling. We donot guarantee that the transcriptions are error-free or suitable for any particular purpose. The Services do not evaluate tone, context, or speaker intent, and do not provide diagnosis, treatment, or clinical decision-making. Customer assumes full responsibility for the interpretation and use of all Output, and we disclaim all liability arising from reliance on the Output. To the extent AI Features process PHI, such processing is subject to the Business Associate Agreement between the parties. Third-party AI providers engaged by us process PHI solely to deliver the requested functionality and are prohibited from using PHI for independent purposes. By using AI Features, Customer agrees to review and comply with the applicable Third-Party AI Provider Terms available here,  as updated from time to time, which are incorporated into this Cloud Agreement by reference.

14.4. Licenses and Third-Party Requirements. Customer is responsible for obtaining and maintaining any license or right required by any third party for the use of medical coding or billing materials, including without limitation CPT, ICD-10, and HCPCS codes. Customer assumes full responsibility for compliance with all licensing obligations associated with such materials.

15. GENERAL PROVISIONS.

15.1. Publicity. Customer agrees to serve as a reference for ChiroSpring and authorizes ChiroSpring to include Customer’s name, logo, and general details in its marketing materials, case studies, and press releases. Each party shall obtain the other’s written consent before issuing any public announcement that identifies the other, such consent not to be unreasonably withheld.

15.2.  Export Compliance. Customer acknowledges that the Services and related technology may be subject to U.S. export laws and regulations. Customer agrees not to export, re-export, or transfer the Services or related data in violation of those laws and to obtain all required authorizations prior to any transfer. Customer shall indemnify and hold ChiroSpring harmless for any breach of this provision.

15.3.  Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other, except that ChiroSpring may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section is void.

15.4. Medical/Legal Disclaimer. The Services are not medical devices and are not intended to diagnose, treat, or cure any medical condition. ChiroSpring personnel and materials do not provide medical or legal advice. Customer is solely responsible for obtaining independent professional or legal counsel regarding compliance, billing, and clinical decisions.

15.5. Payment Surcharge Disclaimer. ChiroSpring disclaims any and all liability arising from any credit card usage fee imposed by Customer on its consumers, patients, or other persons purchasing services from Customer that is in addition to the actual fee for services, including any surcharge for credit card transactions, discount for non-card transactions, convenience fee, service fee, or other similar charge (collectively, a “Cost Shift Program”). Customer is solely responsible for compliance with all applicable rules and contractual obligations of its payment-processing vendors (“Network Rules”), all healthcare-insurer payment laws, policies, and contractual requirements, and all present and future federal, state, and local laws and regulations relating to any such Cost Shift Program (“Laws”). Customer is solely responsible for obtaining any required consents or authorizations, or providing any notices or disclosures to consumers, patients, or others regarding such Cost Shift Program. To the extent the ChiroSpring product incorporates or displays notices or disclosures related to a Cost Shift Program, provides payment-processing integration services related to a Cost Shift Program, or performs any related functions, such provision of services or display of notices shall not be deemed confirmation that such technology, services, or notices—or the Cost Shift Program itself—complies with any or all Laws, and shall not relieve Customer of its obligations under applicable Laws to ensure that all program materials and practices comply with such Laws.

15.6. Claim Scrubber. ChiroSpring may provide claim-scrubbing or validation functionality within certain software packages. Such functionality is provided solely as a tool to assist Customer in identifying potential billing or coding issues and is offered for informational purposes only. Customer remains solely responsible for the accuracy, completeness, and legality of all billing codes and claim submissions made through the Services and acknowledges that ChiroSpring shall have no liability for errors, omissions, or denials arising from such codes or submissions.

16. BILLING SERVICES.

When Customer engages ChiroSpring to provide billing services, Customer expressly authorizes ChiroSpring (“Billing Company”) to prepare, process, and submit claims to commercial and governmental payors on Customer’s behalf. Billing Company will perform such services in accordance with applicable laws and industry standards but relies entirely on the information, coding, and documentation provided by Customer.

16.1.  Reasonable Assistance. Customer agrees to provide Billing Company with all necessary records, information, and assistance required to enable Billing Company to perform the Services at no cost to Billing Company. Customer is solely responsible for ensuring the accuracy, completeness, and medical necessity of all coding and documentation related to submitted claims. Billing Company will not modify Customer’s coding or clinical documentation. Customer must also provide Billing Company with copies of all Explanation of Benefits (EOBs), payment records, and correspondence from payors, attorneys, or patients within seven (7) days of receipt. Such documentation shall be submitted via fax (888-777-8813) or secure electronic means as specified by Billing Company. Customer agrees to include its ChiroSpring account ID on each page submitted.

16.2.  Systems Access. Customer grants Billing Company the right to access and use the ChiroSpring platform and related systems as reasonably necessary to perform billing and claims functions. Billing Company shall maintain the confidentiality of all information obtained through such access and will disclose information only as required to provide the Services or as otherwise required by law.

16.3.  Customer Acknowledgement. Customer acknowledges and agrees that Customer remains solely responsible for all claims submitted under this Agreement. Customer must maintain complete source records sufficient to verify each claim. Billing Company has no responsibility for the accuracy of diagnoses, modifiers, or codes submitted, nor for determinations of medical necessity, appropriateness of care, or completeness of supporting documentation. Customer understands that Billing Company relies entirely on the information supplied by Customer, and that timing and collections may vary based on the accuracy, completeness, and timeliness of such information.

16.4. Insurance. Customer shall maintain, at its own expense, insurance coverage appropriate to its business, including commercial general liability coverage of at least one million dollars ($1,000,000) per occurrence. Upon request, Customer shall provide evidence of such coverage and, where required by law, name ChiroSpring as an additional insured.

17. BILLING SERVICE WARRANTY DISCLAIMER AND INDEMNIFICATION

17.1. No Warranty. The billing services and all related features are provided “as is” and “as available” without any warranty of any kind, express or implied, including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. ChiroSpring does not warrant that billing submissions will be error-free, uninterrupted, or result in payment or reimbursement by any payor.

17.2.  Customer Indemnification. Customer shall indemnify, defend, and hold harmless ChiroSpring and its officers, directors, employees, contractors, and agents from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Customer’s breach of this Agreement;

(b) Customer’s inaccurate, false, fraudulent, incomplete, or misleading claim information or coding; or

(c) any violation by Customer of applicable law or payor requirements.

This indemnification obligation includes any claim submitted on behalf of Customer based on inaccurate or improper information supplied by Customer.

17.3. Compliance Acknowledgment. Customer acknowledges that submitting false, fraudulent, or misleading claims to government or commercial payors is a violation of law and may result in civil or criminal penalties, including fines or imprisonment. Customer is solely responsible for ensuring that all billing, coding, and claim submissions made through the Services comply with all applicable statutes, regulations, and payor rules.

18. GENERAL TERMS.

These Terms, together with any incorporated agreements or policies, represent the entire agreement between you and ChiroSpring regarding your use of the Services. They supersede all prior or contemporaneous agreements or understandings, whether written or oral, relating to the same subject matter.

These Terms are governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict-of-law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Scott County, Iowa, for any dispute arising out of or relating to these Terms.

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) due to events beyond its reasonable control, including natural disasters, labor disputes, government actions, acts of war or terrorism, network outages, or other force majeure events.

You may not assign or transfer these Terms, in whole or in part, without ChiroSpring’s prior written consent, except to a successor entity in connection with a merger, acquisition, or sale of substantially all of your assets. ChiroSpring may assign these Terms without restriction.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or provision will not constitute a waiver of future enforcement of that right or provision.

All notices required under these Terms must be in writing and delivered (a) by hand, (b) by nationally recognized courier, (c) by certified U.S. mail, return receipt requested, or (d) by email with confirmation of receipt. Notices to ChiroSpring should be sent to legal@chirospring.com or to another address we specify in writing. Notices to you will be sent to the billing or contact information associated with your account.

Each party acknowledges that any dispute arising under these Terms may involve complex issues and therefore knowingly waives any right to a jury trial in any action or proceeding arising out of or relating to these Terms.

These Terms may be updated from time to time to reflect changes in the Services or applicable law. Updates become effective upon posting unless otherwise stated, and continued use of the Services constitutes your acceptance of any changes.