These Terms of Use (the “Terms”) govern use of our web-based practice management platform and use of our websites and the resources we make available on our websites, such as our Guides, videos, blog and more. We refer to our platform, websites and resources collectively as the “Services”.

Notice to Clients

If you are a client of one of our Subscriber practices or practitioners, your practice or practitioner controls your client information, including your contact information, billing details and client records, except your Sage Practice authentication credentials (email and password), the use of which is controlled by Sage Practice.

For questions about your information or how it is collected and used, you should speak with your practitioner or practice who has chosen our practice management platform to manage the services they provide to you. For information about how your client information is collected in connection with our practice management platform, see our Privacy Notice.

Acceptance

Please take a moment to read these Terms carefully before subscribing to or using any of the Services. These Terms are a legal contract between Sage Practice, Inc. (“Sage Practice” or “we” or “us” or “our”) and each person who uses the Services, and are accepted by subscribing to our practice management platform or by otherwise using our websites and resources. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY NOTICE. If you cannot enter into this agreement (for reasons such as not being authorized to do so on behalf of an entity or not being over the age of majority), or do not want to accept these Terms, you should not access the Services. These Terms may be updated or amended from time to time.

In these Terms, we use the word “Subscriber” to refer to anyone (for example, a health practice or health practitioner) who subscribes to and pays for our practice management platform, and also includes their individual sub-users. We use the words “you” and “your” to refer to any individual user of our Services (such as a practitioner or staff member at a Subscriber’s practice, or an individual browsing or using our websites and resources) who accepts these Terms. We use the word “Client” to refer to any individual that interacts with Sage Practice’s practice management platform to book the services of a Subscriber.

Intellectual Property

Ownership of the Services. Sage Practice owns, or has obtained the rights to use, all intellectual property rights in the Services. This includes the underlying software and technology that operates the Services; all materials and content posted or made available on our website or through the Services, such as our Guide, videos, photos, illustrative graphics, text, research and blog postings.

License to You. Sage Practice grants each Subscriber, and each individual using the Services, a limited license to access and use (i.e., display, print, download) the materials and content within the Services on a personal computer or device for (i) the Subscriber’s internal business purposes or (ii) your own personal, non-commercial use, provided that:

• You retain and keep intact all copyright, trademark or other proprietary notices (such as © 2024 Sage Practice, Inc. All Rights Reserved);

• You do not disseminate or distribute our materials or content publicly without getting our permission for doing so;

• You do not sell or otherwise commercialize our materials or content for your own gain or for the gain of any other person; and

• You abide by our Acceptable Use Policy below.

  
  

Confidentiality: You understand and agree that any non-public information we provide to you such as information about how the Service operates, the contents of any technical documentation, descriptions of any technical safeguards and measures, any communications related to this Agreement or the Services, and any other non-public information (collectively, “Confidential Information”) are our proprietary and confidential information. Unless disclosure is required by law or court order, you agree to not disclose Confidential Information to any person other than your legal advisor, accountant, financial advisor or employees who need to know such information for the purpose of advising you (“Advisor”), provided the Advisor uses such information solely for the purpose of advising you and also agrees to maintain the confidentiality of the Confidential Information.

Your Feedback and Contributions. We love to receive your feedback about our Services and to include your contributions in our resources where possible, such as adding your shared chart templates to our chart template library. To ensure we have the proper rights to do this, any feedback or contributions you submit to Sage Practice will not be considered confidential or proprietary, and, you hereby grant Sage Practice a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to use your feedback and contributions, including incorporating them into the Services and sharing them with other users. Please note that providing feedback or contributions does not make you an author, inventor or contributor of the Services and does not entitle you to any compensation or to any ownership rights in the Services.

Third-Party Services. We may offer integrations with third-party services that you may choose to use with our Services, such as email services, payment processing, client assessment tools, online bookkeeping, electronic billing and insurance claims for your convenience. In such cases, your use of such third-party services may be subject to additional legal terms of those third parties, and not just these Terms of Use. Sage Practice is not responsible for those third-party services.

Acceptable Use Policy

Users of our Services are expected to behave responsibly and to show respect for our people, our intellectual property, other users of Sage Practice’s Services, and the law. You agree that you will only use the Services in a manner that is compliant with law. You also agree to communicate with Sage Practice team members in a mutually respectful manner at all times, and agree to abide by our Community Standards.

In addition, you must not:

• “frame” or “mirror” any content from our Services on any other website or server;

• post or transmit any material that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, or otherwise objectionable;

• harvest, scrape or otherwise collect information about others from our Services, including names and email addresses; probe, scan or test the vulnerability of the Services or any web site, or breach the security or authentication measures of the Services;

• forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send on or through the Services; or

• pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

Sage Practice reserves the right to suspend or terminate your use of any or all of the Services, or take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.

Subscribing

Subscription. You can subscribe to our practice management platform by signing up for one of our available subscription plans and paying the applicable fees. Subscriptions run on a monthly basis. Fees are charged monthly in advance in accordance with the billing information provided by you to us, and if you have elected to subscribe, you hereby authorize us to initiate debits through your selected payment method for such amounts . Your subscription may be updated based on usage; in such cases, your license count will be changed to match the number of users and their usage, and we will inform you prior to the change taking effect. Subscribers are responsible for:

• Monitoring their own billing information for payment of the fees for their subscription;

• Ensuring that they have a valid payment method for paying the fees;

• Adding or removing licenses, based on their usage;

• Paying the subscription fees by the due date

  
  

Account Owners can manage the billing information and subscription through their account settings or by contacting us. Except as set forth below under Termination, all fees are non-refundable.

Availability of the Services. Once a Subscriber has subscribed and paid, Sage Practice will make the Services available to the Subscriber’s users (i.e, practitioners, staff, clients) for the subscription plan purchased. Sage Practice will make the Services available in accordance with our Service Level Agreement; however, please note that Sage Practice cannot be responsible for any unavailability of the Services caused by circumstances beyond our reasonable control, such as internet outages or issues with your computer systems or devices.

Limitations. Our websites and resources are intended to provide general information about Sage Practice products and services. They may not always be accurate, complete, or up-to-date and are not intended to provide legal or professional advice. We recommend that Subscribers obtain their own guidance and advice with respect to regulatory and legal compliance. Content and resources on our websites may be varied or discontinued from time to time.

Subscriber Accounts

In order to access and use the Services, you must create an account and specify a login email and password. You must provide truthful and accurate information when you create an account. Do not create an account if you are not authorized to do so or impersonate anyone else when you create your account.

Account Owner. We will treat the person signing up for a subscription on behalf of a Subscriber as the “Account Owner” and will consider them as authorized to administer the account for the Subscriber. This includes authorizing additional user accounts for practitioners and staff, and granting and revoking user access rights and permissions in relation to a Subscriber. Each Subscriber can have only 1 associated Account Owner, and Sage Practice will consider them as the authorized representative of the Subscriber and will be the person we will contact for all matters related to the Subscriber and Subscribers’ account or data. The Account Owner must be a named individual. Any questions about a Subscriber’s subscription and any associated user account(s) should be directed to the Account Owner. A Subscriber may change the person listed as the Account Owner through the account settings functionality on the platform.

User Accounts. Subscribers are responsible for all activities that occur under their user accounts and for any issues, claims or disputes arising out of the conduct of their users. You are responsible for maintaining the security and confidentiality of your login email and password. Please reset your password immediately and notify us immediately at support@sagepractice.com if:

• You believe that your login email and password have been compromised

• It is no longer a secret

• A device that you use to access the Service has been lost or stolen

• You believe that someone is using your account without your permission, or if you believe that any unauthorized activity has occurred on your account. We may also temporarily restrict access to an account if we feel that the account credentials may have been compromised. For your account safety and convenience, Sage Practice makes some optional security features available through the account settings which we encourage each user to use, and also recommends using strong, unique passwords for each user.

Sage Practice will not be liable for any losses or damages caused by a Subscriber’s failure to maintain the confidentiality of its user accounts and its account credentials. We may access your account as needed, per Sage Practice’s role regarding Subscriber Data and/or in order to respond to your requests for account security, as well as for any technical or other support deemed necessary. In order to do so and to protect the security of your account, we may from time to time require you or an account administrator of your account to confirm / verify your identity, and provide any other information / documents we may consider appropriate at our discretion.

Subscriber Data

Ownership and Control. Each Subscriber retains ownership and control of its client data and all information collected, entered, created or otherwise provided by the Subscriber and its users in the course of using the Services (“Subscriber Data”). Sage Practice reserves the right to reclaim account URLs, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those URLs.

Subscribers may be referred to as a “health information custodian”, a “covered entity”, “trustee”, or a “controller” depending on their location and the privacy laws applicable to them. Subscribers are responsible for ensuring that their collection and use of Subscriber Data complies with applicable laws and regulatory requirements, including obtaining appropriate consent for collection, use, and disclosure of personal information.

Each Subscriber determines:

• What Subscriber Data to collect;

• How the Subscriber will use the Subscriber Data;

• Which practitioners and staff have access to Subscriber Data;

• How long the Subscriber will store Subscriber Data; and

• On what basis the Subscriber will delete Subscriber Data.

• On what basis to transfer ownership, custody, and control of Subscriber Data to another custodian

Sage Practice’s Role Regarding Subscriber Data. Sage Practice is a service provider to Subscribers and may be referred to as an “agent”, “business associate”, “service provider”, or “processor” of the Subscriber. Sage Practice will keep Subscriber Data stored securely as described below under Security. Sage Practice will only access Subscriber Data if authorized to do so or at the request of a Subscriber or its users; where needed to access Subscriber Data to prevent or address technical problems affecting the Services; or if required to do so by law, regulation or court order. Sage Practice may also periodically review non personally-identifiable Subscriber Data for subscription auditing purposes or to ensure compliance with these Terms. Sage Practice will not use, disclose, modify, archive, or destroy Subscriber data except as directed by the Subscriber or in accordance with these Terms or its record-retention practices. As we otherwise have no control over Subscriber Data, we are not responsible for incorrect, incomplete, lost or damaged Subscriber Data, except to the extent it is caused by our failure to meet our obligations under these Terms.

Sage Practice’s Role Regarding Account Ownership. As Sage Practice is a processor of data and relies on the instruction we receive from Subscribers who own and control Subscriber Data, Sage Practice is unable to make a determination as to who the Account Owner should be. As such, we allow an existing Account Owner of a Subscriber to change the designated Account Owner going forward. If there is a dispute about who is the designated Account Owner, Sage Practice cannot intervene and would instead recommend seeking legal counsel to find a resolution; till we are validly instructed otherwise, we will continue to treat the person identified in our records as the Account Owner.

However, in limited cases, and at our discretion, Sage Practice may be able to assist if it is not possible for a Subscriber to resolve Account Ownership on its own. In these cases, Subscribers may contact security@sagepractice.com to provide us with details of the situation; Subscribers may be asked to provide further information or documents or assurances as Sage Practice may request in order to address the issue. Please note that given the potential sensitivity of Subscriber Data, Sage Practice will follow all requirements and measures as required by law or as advised by our legal counsel before making a change to the listed Account Owner for a Subscriber.

Sage Practice is not responsible for managing custody of Subscriber Data and will not guarantee that we will transfer ownership of an account or Subscriber Data in the event of the death, incapacitation, termination of employment etc. of a Subscriber or Account Owner.

HIPAA Compliance. If a Subscriber is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), we will, upon request, enter into our standard Business Associate Agreement (“BAA”) with the Subscriber. Please contact us at privacy@sagepractice.com to request a copy of our standard BAA. For all other applicable legislation requiring a data controller to enter into a written contract with a service provider, these Terms will serve as a legal and written agreement between the Subscriber and Sage Practice.

Questions About Subscriber Data. If you have any questions about your Subscriber Data, please contact your Account Owner. If you are an Account Owner who has any questions about the management of Subscriber Data in the Services, you can use the Contact Us functionality to get in touch with us.

Anonymized / Aggregated Data. Sage Practice may use computer-generated algorithms to gather anonymous and aggregated information from Subscriber Data in order to assist in our continued development and improvement of the Services, and for the purpose of analysis or compiling statistical data. We will ensure that such anonymized individualized information is not shared outside of Sage Practice without the consent of the Subscriber, but we are permitted to share aggregated analysis about the use of the Services.

Client Authentication Data

In the interest of facilitating a more convenient and comprehensive experience to Clients, Sage Practice allows Clients to use a single Client account to link, book and obtain services from multiple Subscribers; the email and password for these unified accounts used by Clients are referred to as “Client Authentication Data”. The Client Authentication Data will only be linked to a Subscriber if a Client elects to do so. Sage Practice shall be considered a “personal information custodian” or a “controller” of Client Authentication Data for the purpose of administration of authentication and access to the practice management platform and to each of the Subscriber accounts that the Client is linked to. Client Authentication Data shall not be considered Subscriber Data. Furthermore, for the purpose of Client Authentication Data, Sage Practice does not qualify as a “covered entity” because Client Authentication Data is not deemed to be personal health information. Sage Practice assumes responsibility for the safeguarding of Client Authentication Data and will not disclose Client Authentication Data to any Subscriber without the prior consent of the Client.

Security

Safeguards. Sage Practice will establish and maintain an information security program that is in line with industry standards and is reasonably designed through administrative, physical and technical safeguards to: (i) protect the security and confidentiality of Subscriber Data and Client Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Subscriber Data; (iii) protect against unauthorized access to or use of the Subscriber Data; and (iv) ensure the proper disposal of Subscriber Data. These program safeguards include, but are not limited to, security policies and training for our personnel, access controls, minimum security certifications and practices for our data centers, PCI-compliant payment processors and encryption.

Security Features. The Services also contain optional features designed to further enhance the security of Subscriber Data. For example, by establishing account access controls for each user and the ability to sign and lock charts to prevent charts from being accidentally overwritten. See our online Guide for further details or Contact Us for assistance.

Security Breach. Sage Practice will notify affected Subscribers without undue delay if Sage Practice determines that the security of the Services has been breached and this results in the Subscriber’s Subscriber Data being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. Sage Practice will report to the affected Subscriber(s) on the corrective action being taken in response to such security breach and will reasonably cooperate with such Subscriber(s) in mitigating the effects of any lost or compromised Subscriber Data.

Sage Practice will directly notify Clients if the security of Client Authentication Data has been breached which has resulted in an unauthorized disclosure, and will report to the affected Client(s) on the corrective action being taken in response to such security breach and will reasonably cooperate with such Client(s) in mitigating the effects the compromised Client Authentication Data may have had on the Client(s).

Your Responsibility. Subscribers and their users should notify Sage Practice immediately if they become aware of any unauthorized use of their account(s), of any user email and password, or any other known or suspected breach of security of their user account or credentials.

Data Retention Policy

During Your Subscription Term. Our practice management platform is designed to retain, protect and preserve the integrity of Subscriber Data in order to assist Subscribers with their regulatory and compliance obligations around client records. As a result, we will not delete or destroy Subscriber Data for such time as the Subscriber has an active subscription, unless there is either a legal or regulatory requirement to do so, or, we receive a request for deletion / destruction from the Account Owner and we are permitted by law to delete/ destroy such Subscriber Data. If you have such a requirement, please have your Account Owner Contact Us.

Data Export. Subscribers may export their Subscriber Data at any time and should do so prior to ceasing or terminating their use of our practice management platform. Practitioners who change practices may also arrange with their Account Owner for export of their client data. Sage Practice will provide a complimentary one-time batch chart export per practitioner (additional requests may be subject to extra fees, as determined by Sage Practice).

After Termination. When a subscription expires or is terminated, the account is deactivated. This means the account and any Subscriber Data associated with the account is no longer available for use and cannot be accessed directly by the Subscriber through the internet. The account and its Subscriber Data will be retained for a period of time as determined by Sage Practice in its discretion (and as permitted by law) in the event the Subscriber wishes to re-activate the account. We will store Subscriber Data securely and isolate it from any further processing while it is deactivated.

Account Owners may Contact Us with questions about the Subscriber Data associated with the relevant Subscriber. Please note that, in order to maintain strict security of Subscriber Data, we cannot take instructions from anyone other than the Account Owner identified in our records.

Termination

Overdue Fees. If any fees due from a Subscriber to Sage Practice are more than 30 days overdue, we may, without limiting our other rights and remedies, suspend or terminate access to the Services until the overdue amounts are paid in full. We will provide at least 7 days prior notice that fees are overdue before we do this; we do not exercise this right if we consider that a Subscriber is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute in a timely manner.

Termination by Us. Sage Practice may terminate or suspend access to the Services, or suspend or deactivate a Subscriber’s or a user’s account, if the Subscriber or user breaches any obligations under these Terms or otherwise uses the Services in a manner that breaches the law. Sage Practice may also terminate a Subscriber’s subscription if Sage Practice discontinues the Services. We will use our best efforts to notify you in advance of any suspension or termination and help Subscriber’s retrieve their Subscriber Data; however, there may be some cases where we need to suspend access immediately in order to prevent harm to Sage Practice or others.

Client Authentication Data. In the event of termination, Sage Practice shall terminate or suspend access to a specific Subscriber account that a Client may have previously elected to link or have access to. A Client will still be allowed to use their credentials to access the practice management platform and any other Subscriber accounts the Client may have elected to be linked to.

Refunds. If a Subscriber terminates its subscription due to a breach by Sage Practice or Sage Practice discontinues the Services, we will refund any fees you had pre-paid for the remaining unused portion of your subscription term. If Sage Practice terminates a Subscriber’s subscription due to a breach by the Subscriber, the Subscriber will not be entitled to any refund and must pay any unpaid fees for the remaining unused portion of the subscription term.

Termination does not relieve a Subscriber of its obligation to pay fees for any period prior to the effective date of termination.

Legal Limits

Disclaimer. We want to provide great Services; however, there are certain things about the Services that we cannot promise. For example, Sage Practice cannot promise, and does not represent or warrant that:

• The Services will meet your specific needs or requirements;

• The Services will be uninterrupted, timely, 100% secure or free from errors, viruses or other defects; or

• Information provided through the Services will be accurate, timely, complete or reliable.

  
  

YOU UNDERSTAND AND AGREE THAT: (A) EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY AND THAT USE OF THE SERVICES IS AT YOUR SOLE RISK; AND (B) SAGE PRACTICE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF EITHER OF US UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNT YOU PAID TO SAGE PRACTICE FOR USE OF THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATION TO SAGE PRACTICE.

NO INDIRECT OR CONSEQUENTIAL DAMAGES. REGARDLESS OF THE ABOVE, NEITHER OF US WILL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, SUCH AS LOST REVENUE OR BUSINESS INTERRUPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY DEPENDING ON WHERE YOU LIVE.

Notices, Governing Law and Disputes

Notices. Sage Practice will provide Subscribers with notices, alerts and communications regarding the Services and these Terms electronically to the email address on file for your Account Owner. Account Owners may update their account information at any time by using their account settings. Any notice you are required or wish to provide to Sage Practice may be provided to the contacts shown on the Contact Us page.

Governing Law. The Services are provided by Sage Practice from its offices in Asheville, North Carolina, USA. All matters relating to access to and use of the Services will be governed by the laws of the state of North Carolina, USA.

Disputes. In the event of a dispute, we both agree to try to settle the dispute through consultation and negotiation in good faith and a spirit of mutual cooperation. We may also agree to use some form of non-binding alternative dispute resolution, such as mediation. If we are unable to resolve the dispute within 60 days after it first arose, all disputes must be resolved by binding arbitration before a single arbitrator with relevant experience.

Disclosure and Consent to Electronic Communications. You understand and agree that you are entering into these Terms electronically and that certain categories of information (“Communications”) may be provided by Sage Practice to you by electronic means (e.g., via email, through the Service by displaying links to notices generally on the website, or to your mobile device), unless and until you withdraw your consent as described below. The categories of Communications that may be provided by electronic means include:

• these Terms and any amendments, modifications, or supplements

• records of bookings, payments and other transactions through the Services

• disclosures or notices provided in connection with the Services, including any which we may be required to give under law (such as privacy notices, opt-out notices, and change-in-terms notices);

• customer service communications; and

• any other communication related to the Site or Services.

All Communications in either electronic or paper format (if we choose to do so) will be considered to be “in writing.” You should print a paper copy of these Terms and any Communications that are important to you and retain the copy for your records. By agreeing to the Terms, you are also agreeing to receive all documents, communications, notices, contracts, and agreements relating to your access and use of the Services electronically. If you do not wish to receive these Terms or the Communications electronically, you may not access or use the Services.

If you have opened an account with us and you wish to withdraw your consent to have Communications provided electronically, you must close your account by contacting us, and stop accessing and using the Services. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal and only after all amounts payable to us from you, if any, have been received by us.

Contact Us

If you have any questions regarding the Services or these Terms, please contact us at: security@sagepractice.com or at the contact information shown below. We will make every effort to answer your questions.