Terms of service

1. Agreement, authority, and related documents

These Terms of Service (“Terms”) are a binding agreement between Endpoint AI, LLC, a Florida limited liability company doing business as EndpointEMR (“Endpoint,” “we,” “us”), and the legal entity identified in the account (“Customer,” “you”). The individual accepting these Terms represents and warrants that the individual is at least 18 years old and has authority to bind Customer.

Customer accepts these Terms by clicking an acceptance button or checking an acceptance box presented with a link to these Terms. Customer may not access or use the Service unless Customer agrees to these Terms. Endpoint will maintain an electronic record of the version accepted and the acceptance event.

If Customer is a covered entity or business associate and uses the Service to create, receive, maintain, or transmit protected health information (“PHI”), the parties’ Business Associate Agreement (“BAA”) also applies. If these Terms and the BAA conflict concerning PHI or HIPAA obligations, the BAA controls.

2. The Service

EndpointEMR provides hosted scheduling, charting, payment-integration, inventory, communications, and related practice-management and electronic medical record tools (the “Service”) on a subscription basis. Endpoint may update or improve the Service from time to time, provided that Endpoint will not materially reduce the core paid functionality during a current subscription period without notice.

Endpoint uses commercially reasonable efforts to keep the Service available, monitored, secured, and backed up. Planned maintenance, emergency maintenance, third-party outages, internet failures, and events outside Endpoint’s reasonable control may affect availability. Current service information may be posted at endpointemr.com/status.

3. Clinical and legal responsibility

Customer is the medical practice; Endpoint provides software. Customer remains solely responsible for all clinical decisions, diagnoses, treatment, patient communications, consent language, medical-record content and retention, coding, billing, prescribing, professional licensing, and compliance with laws and professional standards applicable to Customer’s practice.

The Service does not provide medical, legal, billing, tax, or compliance advice and is not a substitute for professional judgment. Customer must independently review information generated, displayed, or transmitted through the Service before relying on it for patient care or legal compliance.

4. Accounts and authorized users

Customer is responsible for identifying its authorized users, assigning appropriate permissions, keeping credentials confidential, using reasonable access controls, and promptly disabling access when a user’s role changes or employment ends. Customer is responsible for activity under its accounts except to the extent caused by Endpoint’s breach of these Terms or the BAA. Customer must promptly notify Endpoint of suspected unauthorized access or a security incident involving the Service.

5. Trial, fees, renewal, taxes, and cancellation

Any free trial and its terms are disclosed before Customer provides a payment method, and no charge occurs before a payment method is provided at checkout. At the end of the trial, the selected subscription automatically renews and is charged in advance on a monthly or annual basis, as displayed at checkout, until Customer cancels. Customer authorizes Endpoint and its payment processor to charge the payment method on file for recurring fees, applicable taxes, and authorized usage charges.

Customer may cancel through the account settings or by contacting support. Cancellation takes effect at the end of the then-current paid subscription period. Except where required by law or expressly stated otherwise, fees are non-refundable and unused time is not credited. Endpoint may change future pricing by giving at least 30 days’ notice; a price change applies no earlier than the next renewal after the notice period.

Payments that Customer accepts from its own patients or clients are processed and settled by Stripe under Customer’s separate agreement with Stripe. Endpoint does not hold those funds.

6. Failed payments and suspension

If a payment fails, Endpoint may retry the charge and notify Customer. After the stated grace period, Endpoint may place the account in read-only mode or suspend functions such as booking, charging, messaging, and new data entry. Endpoint may terminate an account that remains unpaid after at least 30 days’ notice.

A payment suspension alone will not immediately delete Customer Data. Unless a longer period is required by the BAA or applicable law, Customer Data will remain available for read-only access and export for 60 days after termination. Customer is responsible for completing its export during that period. After the export period, Endpoint may delete Customer Data in accordance with the BAA, applicable law, and Endpoint’s documented backup and deletion schedule.

7. Customer Data and operational data

As between the parties, Customer owns the records, forms, content, and other data that Customer or its users submit to the Service (“Customer Data”). Customer grants Endpoint a limited, non-exclusive right to host, copy, transmit, display, and otherwise process Customer Data only as necessary to provide, secure, support, and comply with law regarding the Service and as permitted by the BAA.

Customer represents that it has all rights, notices, authorizations, and consents required to collect, enter, use, disclose, and instruct Endpoint to process Customer Data. Customer may not direct Endpoint to use or disclose PHI in a manner that would violate HIPAA if performed by Customer.

Endpoint may collect operational information generated by use of the Service, such as system events, performance data, audit logs, and security telemetry, to operate, secure, support, and improve the Service. Endpoint will not sell Patient Data, use it for advertising, or use PHI to train a general-purpose artificial intelligence model.

8. Acceptable use

Customer and its users may not: (a) use the Service unlawfully or in violation of professional obligations; (b) access or attempt to access another customer’s data; (c) introduce malware, interfere with security, probe vulnerabilities without written authorization, or disrupt the Service; (d) send spam or unlawful communications; (e) send text messages without required consent or after an opt-out; (f) resell, rent, sublicense, or provide service-bureau access; (g) reverse engineer or attempt to discover source code except to the limited extent a restriction is prohibited by law; or (h) use the Service or non-public information to build or train a competing product.

Endpoint may suspend access immediately when reasonably necessary to prevent active harm, protect data, comply with law, or address a material security threat. When practicable, Endpoint will provide notice and a reasonable opportunity to cure.

9. Third-party services and integrations

The Service may interoperate with third-party services such as Stripe, Twilio, email-delivery providers, hosting providers, and other integrations. Third-party services are governed by their own terms and may change or become unavailable. Endpoint is not responsible for a third party’s acts, omissions, or independent service interruption, except to the extent Endpoint remains responsible under the BAA or applicable law for a subcontractor handling PHI.

10. Endpoint intellectual property and limited license

Endpoint and its licensors retain all right, title, and interest in the Service and its software, source code, object code, interfaces, designs, documentation, trademarks, workflows, Endpoint-provided templates, improvements, and derivative works (“Endpoint Materials”). Except for the limited right to use the Service during an active subscription, no intellectual-property rights are transferred to Customer.

Subject to Customer’s compliance with these Terms and payment of fees, Endpoint grants Customer a limited, non-exclusive, non-transferable except as permitted in Section 18, non-sublicensable right during the subscription term to access and use the Service solely for Customer’s internal practice operations. Customer may make reasonable copies of documentation only for that internal use.

If Customer voluntarily provides suggestions or feedback, Customer grants Endpoint a perpetual, worldwide, royalty-free right to use that feedback without identifying Customer or disclosing Customer Data or PHI.

11. Confidentiality

Each party may receive non-public business, technical, financial, security, or product information of the other party (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the Service, protect it using at least reasonable care, and disclose it only to personnel and contractors who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can document was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without duty, or is independently developed without use of the other party’s Confidential Information. A party may disclose information when legally required after giving notice when permitted. PHI is governed by the BAA in addition to this section.

12. Limited warranty and disclaimers

Endpoint warrants that it will provide the Service in a professional and workmanlike manner and use commercially reasonable administrative, technical, and organizational safeguards appropriate to the Service. Customer’s exclusive remedy for a material breach of this warranty is for Endpoint to reperform or correct the affected Service, or, if Endpoint cannot do so within a reasonable time, for Customer to terminate and receive a prorated refund of prepaid fees for the unused period.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ENDPOINT DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET EVERY CUSTOMER REQUIREMENT.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF $100 OR THE FEES PAID OR PAYABLE BY CUSTOMER TO ENDPOINT FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

The exclusions and cap above do not limit: (a) Customer’s payment obligations; (b) Customer’s obligations under Section 14; (c) a party’s fraud, gross negligence, or willful misconduct; (d) a party’s infringement or misappropriation of the other party’s intellectual property; or (e) liability that cannot lawfully be excluded or limited. These limitations apply in the aggregate, are not increased by multiple claims, and apply even if a limited remedy fails of its essential purpose. If the BAA expressly provides a different limitation for a PHI-related obligation, the BAA controls for that obligation.

14. Customer indemnification

Customer will defend, indemnify, and hold harmless Endpoint, its affiliates, and their officers, directors, employees, and contractors from and against third-party claims, regulatory proceedings, damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer’s clinical services, treatment decisions, products, or professional acts or omissions; (b) Customer Data, Customer-provided forms, consent language, or instructions; (c) Customer’s or its users’ violation of these Terms or applicable law, including privacy, healthcare, advertising, telemarketing, and text-messaging laws; (d) Customer’s failure to obtain required patient or message-recipient consent; or (e) Customer’s users or credentials, except to the extent the claim was caused by Endpoint’s gross negligence, willful misconduct, or material breach of these Terms or the BAA.

Endpoint will promptly notify Customer of an indemnified claim and provide reasonable cooperation at Customer’s expense. Customer may control the defense with qualified counsel, but may not settle a claim in a manner that admits wrongdoing by Endpoint, imposes non-monetary obligations on Endpoint, or fails to fully release Endpoint without Endpoint’s written consent.

15. Term, termination, and effect

These Terms begin when Customer accepts them and continue until the account is terminated. Customer may terminate by canceling the subscription. Endpoint may terminate for material breach if Customer does not cure within 10 days after notice, or immediately if continued access creates a material security risk, violates law, infringes rights, or threatens the Service or other customers.

Upon termination, Customer’s right to use the Service ends except for any stated read-only/export period. Accrued fees remain due. Sections concerning ownership, confidentiality, limitations of liability, indemnification, governing law, and other provisions that by their nature should survive will survive termination.

16. Changes to these Terms

Endpoint may update these Terms. For a material change, Endpoint will provide account owners at least 30 days’ advance notice and may require affirmative acceptance before the change takes effect. A material change will not apply retroactively to a claim arising before its effective date unless required by law or separately agreed in writing.

17. Florida law; exclusive forum; jury waiver

These Terms and any dispute arising out of or relating to them, the Service, or the parties’ relationship are governed by the laws of the State of Florida, without regard to conflict-of-laws rules.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE PARTIES’ RELATIONSHIP MUST BE BROUGHT EXCLUSIVELY IN THE STATE COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA, OR, IF FEDERAL SUBJECT-MATTER JURISDICTION EXISTS, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA. EACH PARTY IRREVOCABLY CONSENTS TO PERSONAL JURISDICTION AND VENUE IN THOSE COURTS AND WAIVES ANY OBJECTION BASED ON IMPROPER VENUE OR INCONVENIENT FORUM.

Either party may seek temporary emergency relief in another court solely when necessary to prevent immediate misuse of Confidential Information or intellectual property, but the merits of the dispute must proceed in the courts identified above. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. Assignment

Neither party may assign these Terms without the other party’s prior written consent, except as follows. Endpoint may assign these Terms without consent to an affiliate or to a successor in connection with a merger, reorganization, financing, sale of equity, sale of substantially all assets, or transfer of the Service, provided the assignee assumes Endpoint’s obligations. Customer may assign these Terms without consent in connection with a bona fide sale of substantially all of Customer’s practice or assets to a successor that is not an Endpoint competitor, provided the successor assumes these Terms and the BAA in writing, Customer gives prompt notice, and any required account-verification and data-transfer steps are completed. Any other attempted assignment is void.

19. General terms and contact

The parties are independent contractors. These Terms, any applicable order or checkout terms, the BAA, and policies expressly incorporated by reference are the entire agreement concerning the Service and replace prior or contemporaneous understandings on that subject. If documents conflict, the BAA controls for PHI and HIPAA matters, a signed order controls its specific commercial terms, and these Terms control otherwise.

A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified only to the minimum extent necessary and the remainder will continue. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. There are no third-party beneficiaries.

Endpoint may send operational and legal notices to the account owner’s email address. Customer must keep that address current. Questions and formal notices to Endpoint may be sent to support@endpointemr.com, with “Legal Notice” in the subject line.

20. Privacy Policy

Endpoint's handling of account and operational data is described in the EndpointEMR Privacy Policy, published at endpointemr.com/privacy and updated from time to time in accordance with its own terms. The Privacy Policy is a statement of Endpoint's data practices provided for transparency; it is not a warranty. Protected Health Information is governed exclusively by the BAA, and if the Privacy Policy and the BAA conflict concerning PHI, the BAA controls.