Terms of Use
Last Updated
October 07, 2025
These Terms of Use (“Agreement” or “Terms”) govern access to and use of the Apex EHR LLC websites, products, and services (the “Service”). Apex EHR LLC (“Company”) requires users, including any entity executing an order form (“Customer”), to accept and adhere to these Terms. This Agreement governs the purchase and use of the Service and is accepted by executing an order form that references this Agreement or by using or accessing the Service.
Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the Service following such period, the updated Agreement will be deemed accepted.
1. ORDER FORM AND SCOPE OF SERVICE
Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will include the specific services being ordered and the associated fees and any additional terms as applicable (herein referred to collectively as the “Service”). Upon execution by both parties, each additional Order Form will be deemed an addendum hereto and will be subject to all of the terms and conditions herein.
1.1. Professional Services
Any professional services, including implementation, configuration, training, or consulting, will be provided under an Order Form. These services are distinct from the software subscription and do not grant any additional rights to the Service beyond the subscription rights outlined in Section 2.
2. RIGHTS FOR USE, ACCOUNTS, AND RESTRICTIONS
2.1. Rights for Use
Company hereby grants to Customer during the term of this Agreement a non-exclusive, non-transferrable (except as provided herein) right to access and use the Service which includes any written materials including user guides, templates, documentation and training materials provided by Company. Customer shall be responsible for each user’s use of the Service in accordance with the terms of this Agreement.
2.2. Accounts and Security
Access to or use of certain portions and features of the Service may require Customer to create an account (“Account”). Customer is entirely responsible for maintaining the confidentiality and security of its Account(s), including the password(s). Accounts are not transferrable.
A unique user login is required for each person utilizing Customer’s master account. Any sharing of such data to reduce the number of licenses required or sharing account information in any way is strictly prohibited. Customer is the primary account holder and is responsible for all activities and charges made under its Account(s).
2.3. Acceptable Use and Restrictions
Customer will not:
- resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, or assign access to or use of the Service to any third party;
- devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service;
- apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”;
- knowingly input or post any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property, privacy, or publicity rights of others;
- store PCI-regulated data in fields not approved by the Company for such information within the Service;
- input or transmit any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service;
- use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or
use the Service to compete with Company in any way.
3. COMPLIANCE, AUDIT, AND SUSPENSION
3.1. General Compliance
Customer’s access to and use of the Service is subject to all applicable international, federal, state and local laws and regulations. Customer is responsible for configuring and using the Services consistent with your regulatory obligations and for obtaining prior express written consent for any automatic calls or text messages as required by the Telephone Consumer Protection Act (TCPA). Customer will also comply with applicable Medicare and third-party payer rules and policies related to treatment, reimbursement and billing procedures.
3.2. Telehealth Services
If Customer uses the Service to facilitate telehealth or telemedicine services ("Telehealth Services"), Customer acknowledges and agrees that: (a) Telehealth Services are provided solely as a communication tool and do not replace professional medical judgment; (b) Customer is solely responsible for ensuring its Telehealth Services comply with all applicable laws, regulations, licensure requirements, and standards, including but not limited to obtaining any necessary patient consents and verifying patient identity and location; and (c) Company does not provide medical advice or clinical services.
3.3. Text Message Compliance
Customer will be solely responsible for text messages sent from its account, including the payment of any mobile carrier fines (up to $2,000 per incident) imposed due to misuse or inappropriate content violations, including messages related to: (a) phishing/smishing; (b) illegal content (e.g., cannabis, illegal prescriptions); and (c) SHAFT (sex, hate, alcohol, firearms, and tobacco).
3.4. Audit
Company shall have the right to monitor Customer’s use of the Service to verify compliance with this Agreement by electronically monitoring Customer activity or by conducting an on-site audit either by Company or through its agent, upon reasonable notice and during normal business hours, not more than once per year. If monitoring or audit activities reveal the number of users is in excess of Customer’s paid licenses, Customer will pay additional Fees due to Company based on the first date of Customer’s breach.
3.5. Suspension of Service
Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer has failed to pay any amounts due and owing.
4. INTELLECTUAL PROPERTY AND DATA
4.1. Proprietary Rights
Company’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
4.2. Feedback
Customer grants Company a royalty-free, worldwide, irrevocable license to use feedback for improvement. Customer agrees that advice, feedback, criticism, insights regarding clinical workflows, templates developed by Customer stored within Service or comments provided to Company related to the Service (“Feedback”) are given to Company and may be used by Company freely and without restriction.
4.3. Customer Data
As between Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement and the incorporated Business Associate Agreement. Company has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Content.
4.4. Aggregated Data
Customer agrees that Company may capture, collect, aggregate and analyze metrics and data related to the use of the Service by Customer and its end users ("Aggregated Data"). Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data or in violation of applicable law.
5. AI-GENERATED CONTENT
The Service may contain content and features generated by an artificial intelligence language model (the “AI Content”). Company makes no representations about the suitability, reliability, accuracy, or completeness of the AI Content and disclaims any and all liability for any errors or omissions.
Customer acknowledges that AI Content is not intended to constitute professional advice, including but not limited to medical, legal, financial, or compliance advice. AI Content provided in connection with medical summaries, clinical coding, or related healthcare workflows is for informational purposes only and must be independently reviewed and verified by qualified professionals prior to reliance or use in clinical decision-making, diagnosis, treatment, billing, or regulatory submissions.
6. PAYMENT AND TAXES
6.1. Fees
- One-Time and Professional Fees: Identified in the Order Form are due as of the Effective Date and are non-refundable.
- Recurring Fees: Unless otherwise indicated, Recurring Fees are invoiced monthly, in advance. Recurring Fees are non-refundable once invoiced.
- Go Live Services: For any Services designated in the Order Form as subject to go-live billing, Recurring Fees will begin on the earlier of either 90 days after the Effective Date of the applicable Order Form or (b) the date the Service is available for use as determined by Company, regardless of whether all integrations are active ("Start Date”). This Go-Live billing structure shall supersede the standard Recurring Fee billing schedule.
6.2. Payment Processing
Customer has the option to accept payments through the Service (the “Payment Processing Services”). These services are provided by a Third-Party Payment Processor. Customer’s use of the Payment Processing Services will be subject to a separate payment processing agreement solely between Customer and the Third-Party Payment Processor. Customer must comply with the terms, policies, and card network rules of the Third-Party Payment Processor. Company is not liable for the acts or omissions of any Third-Party Payment Processor.
6.3. Payment Processing Fees
In addition to any fees Customer agrees to pay to a Third-Party Payment Processor, Customer will also pay fees to the Company for the Payment Processing Services. These fees are subject to change at the Company’s discretion.
7. LIMITATION OF LIABILITY AND WARRANTIES
7.1. Warranties & Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, APEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, APEX WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL/DATA. APEX’S AGGREGATE LIABILITY IS CAPPED AT THE FEES PAID TO APEX FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRIOR TO THE EVENT.
8. INDEMNIFICATION
- By Apex (IP): We will defend against claims that the Services infringe another’s IP and will procure rights, modify, replace, or refund unused prepaid fees if a cure is not feasible.
- By Customer: You will defend Apex against claims arising from your content, unlawful use, or breach of these Terms.
9. GENERAL PROVISIONS
Order of Precedence: If there is a conflict: BAA/DPA → Order Form/MSA → these Terms → documentation.
Beta Features: Beta or pre-release features are provided “AS IS” and may be modified or discontinued at any time.
Third-Party Services: Integrated eRx, clearinghouse, lab, SSO, and other services are governed by their own terms. Your use of such services is at your discretion. If Customer activates any APIs or links to enable data sharing through the Service with any third parties, Customer thereby authorizes Company to send and receive Customer Content with any such activated service and warrants that Customer has all appropriate right and title to grant such authorization.
DMCA: We observe the DMCA notice-and-takedown process. See our DMCA Policy for agent details.
Export & Sanctions: You agree to comply with U.S. export controls (EAR) and OFAC sanctions and not to use the Services in embargoed countries, with denied parties, or for prohibited end uses.
Governing Law; Venue; Arbitration: Delaware law governs these Terms (conflict-of-laws rules excluded). Binding arbitration on an individual basis and class-action waiver apply; exclusive venue for non-arbitrable claims is in Delaware state or federal courts.
Contact: admin@apexehr.com ⋅ Apex EHR LLC, 16192 Coastal Highway, Lewes, DE, 19958
Get started
Terms of Use
Last Updated
October 07, 2025
These Terms of Use (“Agreement” or “Terms”) govern access to and use of the Apex EHR LLC websites, products, and services (the “Service”). Apex EHR LLC (“Company”) requires users, including any entity executing an order form (“Customer”), to accept and adhere to these Terms. This Agreement governs the purchase and use of the Service and is accepted by executing an order form that references this Agreement or by using or accessing the Service.
Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the Service following such period, the updated Agreement will be deemed accepted.
1. ORDER FORM AND SCOPE OF SERVICE
Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will include the specific services being ordered and the associated fees and any additional terms as applicable (herein referred to collectively as the “Service”). Upon execution by both parties, each additional Order Form will be deemed an addendum hereto and will be subject to all of the terms and conditions herein.
1.1. Professional Services
Any professional services, including implementation, configuration, training, or consulting, will be provided under an Order Form. These services are distinct from the software subscription and do not grant any additional rights to the Service beyond the subscription rights outlined in Section 2.
2. RIGHTS FOR USE, ACCOUNTS, AND RESTRICTIONS
2.1. Rights for Use
Company hereby grants to Customer during the term of this Agreement a non-exclusive, non-transferrable (except as provided herein) right to access and use the Service which includes any written materials including user guides, templates, documentation and training materials provided by Company. Customer shall be responsible for each user’s use of the Service in accordance with the terms of this Agreement.
2.2. Accounts and Security
Access to or use of certain portions and features of the Service may require Customer to create an account (“Account”). Customer is entirely responsible for maintaining the confidentiality and security of its Account(s), including the password(s). Accounts are not transferrable.
A unique user login is required for each person utilizing Customer’s master account. Any sharing of such data to reduce the number of licenses required or sharing account information in any way is strictly prohibited. Customer is the primary account holder and is responsible for all activities and charges made under its Account(s).
2.3. Acceptable Use and Restrictions
Customer will not:
- resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, or assign access to or use of the Service to any third party;
- devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service;
- apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”;
- knowingly input or post any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property, privacy, or publicity rights of others;
- store PCI-regulated data in fields not approved by the Company for such information within the Service;
- input or transmit any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service;
- use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or
use the Service to compete with Company in any way.
3. COMPLIANCE, AUDIT, AND SUSPENSION
3.1. General Compliance
Customer’s access to and use of the Service is subject to all applicable international, federal, state and local laws and regulations. Customer is responsible for configuring and using the Services consistent with your regulatory obligations and for obtaining prior express written consent for any automatic calls or text messages as required by the Telephone Consumer Protection Act (TCPA). Customer will also comply with applicable Medicare and third-party payer rules and policies related to treatment, reimbursement and billing procedures.
3.2. Telehealth Services
If Customer uses the Service to facilitate telehealth or telemedicine services ("Telehealth Services"), Customer acknowledges and agrees that: (a) Telehealth Services are provided solely as a communication tool and do not replace professional medical judgment; (b) Customer is solely responsible for ensuring its Telehealth Services comply with all applicable laws, regulations, licensure requirements, and standards, including but not limited to obtaining any necessary patient consents and verifying patient identity and location; and (c) Company does not provide medical advice or clinical services.
3.3. Text Message Compliance
Customer will be solely responsible for text messages sent from its account, including the payment of any mobile carrier fines (up to $2,000 per incident) imposed due to misuse or inappropriate content violations, including messages related to: (a) phishing/smishing; (b) illegal content (e.g., cannabis, illegal prescriptions); and (c) SHAFT (sex, hate, alcohol, firearms, and tobacco).
3.4. Audit
Company shall have the right to monitor Customer’s use of the Service to verify compliance with this Agreement by electronically monitoring Customer activity or by conducting an on-site audit either by Company or through its agent, upon reasonable notice and during normal business hours, not more than once per year. If monitoring or audit activities reveal the number of users is in excess of Customer’s paid licenses, Customer will pay additional Fees due to Company based on the first date of Customer’s breach.
3.5. Suspension of Service
Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer has failed to pay any amounts due and owing.
4. INTELLECTUAL PROPERTY AND DATA
4.1. Proprietary Rights
Company’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
4.2. Feedback
Customer grants Company a royalty-free, worldwide, irrevocable license to use feedback for improvement. Customer agrees that advice, feedback, criticism, insights regarding clinical workflows, templates developed by Customer stored within Service or comments provided to Company related to the Service (“Feedback”) are given to Company and may be used by Company freely and without restriction.
4.3. Customer Data
As between Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement and the incorporated Business Associate Agreement. Company has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Content.
4.4. Aggregated Data
Customer agrees that Company may capture, collect, aggregate and analyze metrics and data related to the use of the Service by Customer and its end users ("Aggregated Data"). Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data or in violation of applicable law.
5. AI-GENERATED CONTENT
The Service may contain content and features generated by an artificial intelligence language model (the “AI Content”). Company makes no representations about the suitability, reliability, accuracy, or completeness of the AI Content and disclaims any and all liability for any errors or omissions.
Customer acknowledges that AI Content is not intended to constitute professional advice, including but not limited to medical, legal, financial, or compliance advice. AI Content provided in connection with medical summaries, clinical coding, or related healthcare workflows is for informational purposes only and must be independently reviewed and verified by qualified professionals prior to reliance or use in clinical decision-making, diagnosis, treatment, billing, or regulatory submissions.
6. PAYMENT AND TAXES
6.1. Fees
- One-Time and Professional Fees: Identified in the Order Form are due as of the Effective Date and are non-refundable.
- Recurring Fees: Unless otherwise indicated, Recurring Fees are invoiced monthly, in advance. Recurring Fees are non-refundable once invoiced.
- Go Live Services: For any Services designated in the Order Form as subject to go-live billing, Recurring Fees will begin on the earlier of either 90 days after the Effective Date of the applicable Order Form or (b) the date the Service is available for use as determined by Company, regardless of whether all integrations are active ("Start Date”). This Go-Live billing structure shall supersede the standard Recurring Fee billing schedule.
6.2. Payment Processing
Customer has the option to accept payments through the Service (the “Payment Processing Services”). These services are provided by a Third-Party Payment Processor. Customer’s use of the Payment Processing Services will be subject to a separate payment processing agreement solely between Customer and the Third-Party Payment Processor. Customer must comply with the terms, policies, and card network rules of the Third-Party Payment Processor. Company is not liable for the acts or omissions of any Third-Party Payment Processor.
6.3. Payment Processing Fees
In addition to any fees Customer agrees to pay to a Third-Party Payment Processor, Customer will also pay fees to the Company for the Payment Processing Services. These fees are subject to change at the Company’s discretion.
7. LIMITATION OF LIABILITY AND WARRANTIES
7.1. Warranties & Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, APEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, APEX WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL/DATA. APEX’S AGGREGATE LIABILITY IS CAPPED AT THE FEES PAID TO APEX FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRIOR TO THE EVENT.
8. INDEMNIFICATION
- By Apex (IP): We will defend against claims that the Services infringe another’s IP and will procure rights, modify, replace, or refund unused prepaid fees if a cure is not feasible.
- By Customer: You will defend Apex against claims arising from your content, unlawful use, or breach of these Terms.
9. GENERAL PROVISIONS
Order of Precedence: If there is a conflict: BAA/DPA → Order Form/MSA → these Terms → documentation.
Beta Features: Beta or pre-release features are provided “AS IS” and may be modified or discontinued at any time.
Third-Party Services: Integrated eRx, clearinghouse, lab, SSO, and other services are governed by their own terms. Your use of such services is at your discretion. If Customer activates any APIs or links to enable data sharing through the Service with any third parties, Customer thereby authorizes Company to send and receive Customer Content with any such activated service and warrants that Customer has all appropriate right and title to grant such authorization.
DMCA: We observe the DMCA notice-and-takedown process. See our DMCA Policy for agent details.
Export & Sanctions: You agree to comply with U.S. export controls (EAR) and OFAC sanctions and not to use the Services in embargoed countries, with denied parties, or for prohibited end uses.
Governing Law; Venue; Arbitration: Delaware law governs these Terms (conflict-of-laws rules excluded). Binding arbitration on an individual basis and class-action waiver apply; exclusive venue for non-arbitrable claims is in Delaware state or federal courts.
Contact: admin@apexehr.com ⋅ Apex EHR LLC, 16192 Coastal Highway, Lewes, DE, 19958
Terms of Use
Last Updated
October 07, 2025
These Terms of Use (“Agreement” or “Terms”) govern access to and use of the Apex EHR LLC websites, products, and services (the “Service”). Apex EHR LLC (“Company”) requires users, including any entity executing an order form (“Customer”), to accept and adhere to these Terms. This Agreement governs the purchase and use of the Service and is accepted by executing an order form that references this Agreement or by using or accessing the Service.
Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the Service following such period, the updated Agreement will be deemed accepted.
1. ORDER FORM AND SCOPE OF SERVICE
Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will include the specific services being ordered and the associated fees and any additional terms as applicable (herein referred to collectively as the “Service”). Upon execution by both parties, each additional Order Form will be deemed an addendum hereto and will be subject to all of the terms and conditions herein.
1.1. Professional Services
Any professional services, including implementation, configuration, training, or consulting, will be provided under an Order Form. These services are distinct from the software subscription and do not grant any additional rights to the Service beyond the subscription rights outlined in Section 2.
2. RIGHTS FOR USE, ACCOUNTS, AND RESTRICTIONS
2.1. Rights for Use
Company hereby grants to Customer during the term of this Agreement a non-exclusive, non-transferrable (except as provided herein) right to access and use the Service which includes any written materials including user guides, templates, documentation and training materials provided by Company. Customer shall be responsible for each user’s use of the Service in accordance with the terms of this Agreement.
2.2. Accounts and Security
Access to or use of certain portions and features of the Service may require Customer to create an account (“Account”). Customer is entirely responsible for maintaining the confidentiality and security of its Account(s), including the password(s). Accounts are not transferrable.
A unique user login is required for each person utilizing Customer’s master account. Any sharing of such data to reduce the number of licenses required or sharing account information in any way is strictly prohibited. Customer is the primary account holder and is responsible for all activities and charges made under its Account(s).
2.3. Acceptable Use and Restrictions
Customer will not:
- resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, or assign access to or use of the Service to any third party;
- devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service;
- apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”;
- knowingly input or post any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property, privacy, or publicity rights of others;
- store PCI-regulated data in fields not approved by the Company for such information within the Service;
- input or transmit any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service;
- use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or
use the Service to compete with Company in any way.
3. COMPLIANCE, AUDIT, AND SUSPENSION
3.1. General Compliance
Customer’s access to and use of the Service is subject to all applicable international, federal, state and local laws and regulations. Customer is responsible for configuring and using the Services consistent with your regulatory obligations and for obtaining prior express written consent for any automatic calls or text messages as required by the Telephone Consumer Protection Act (TCPA). Customer will also comply with applicable Medicare and third-party payer rules and policies related to treatment, reimbursement and billing procedures.
3.2. Telehealth Services
If Customer uses the Service to facilitate telehealth or telemedicine services ("Telehealth Services"), Customer acknowledges and agrees that: (a) Telehealth Services are provided solely as a communication tool and do not replace professional medical judgment; (b) Customer is solely responsible for ensuring its Telehealth Services comply with all applicable laws, regulations, licensure requirements, and standards, including but not limited to obtaining any necessary patient consents and verifying patient identity and location; and (c) Company does not provide medical advice or clinical services.
3.3. Text Message Compliance
Customer will be solely responsible for text messages sent from its account, including the payment of any mobile carrier fines (up to $2,000 per incident) imposed due to misuse or inappropriate content violations, including messages related to: (a) phishing/smishing; (b) illegal content (e.g., cannabis, illegal prescriptions); and (c) SHAFT (sex, hate, alcohol, firearms, and tobacco).
3.4. Audit
Company shall have the right to monitor Customer’s use of the Service to verify compliance with this Agreement by electronically monitoring Customer activity or by conducting an on-site audit either by Company or through its agent, upon reasonable notice and during normal business hours, not more than once per year. If monitoring or audit activities reveal the number of users is in excess of Customer’s paid licenses, Customer will pay additional Fees due to Company based on the first date of Customer’s breach.
3.5. Suspension of Service
Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer has failed to pay any amounts due and owing.
4. INTELLECTUAL PROPERTY AND DATA
4.1. Proprietary Rights
Company’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
4.2. Feedback
Customer grants Company a royalty-free, worldwide, irrevocable license to use feedback for improvement. Customer agrees that advice, feedback, criticism, insights regarding clinical workflows, templates developed by Customer stored within Service or comments provided to Company related to the Service (“Feedback”) are given to Company and may be used by Company freely and without restriction.
4.3. Customer Data
As between Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement and the incorporated Business Associate Agreement. Company has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Content.
4.4. Aggregated Data
Customer agrees that Company may capture, collect, aggregate and analyze metrics and data related to the use of the Service by Customer and its end users ("Aggregated Data"). Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data or in violation of applicable law.
5. AI-GENERATED CONTENT
The Service may contain content and features generated by an artificial intelligence language model (the “AI Content”). Company makes no representations about the suitability, reliability, accuracy, or completeness of the AI Content and disclaims any and all liability for any errors or omissions.
Customer acknowledges that AI Content is not intended to constitute professional advice, including but not limited to medical, legal, financial, or compliance advice. AI Content provided in connection with medical summaries, clinical coding, or related healthcare workflows is for informational purposes only and must be independently reviewed and verified by qualified professionals prior to reliance or use in clinical decision-making, diagnosis, treatment, billing, or regulatory submissions.
6. PAYMENT AND TAXES
6.1. Fees
- One-Time and Professional Fees: Identified in the Order Form are due as of the Effective Date and are non-refundable.
- Recurring Fees: Unless otherwise indicated, Recurring Fees are invoiced monthly, in advance. Recurring Fees are non-refundable once invoiced.
- Go Live Services: For any Services designated in the Order Form as subject to go-live billing, Recurring Fees will begin on the earlier of either 90 days after the Effective Date of the applicable Order Form or (b) the date the Service is available for use as determined by Company, regardless of whether all integrations are active ("Start Date”). This Go-Live billing structure shall supersede the standard Recurring Fee billing schedule.
6.2. Payment Processing
Customer has the option to accept payments through the Service (the “Payment Processing Services”). These services are provided by a Third-Party Payment Processor. Customer’s use of the Payment Processing Services will be subject to a separate payment processing agreement solely between Customer and the Third-Party Payment Processor. Customer must comply with the terms, policies, and card network rules of the Third-Party Payment Processor. Company is not liable for the acts or omissions of any Third-Party Payment Processor.
6.3. Payment Processing Fees
In addition to any fees Customer agrees to pay to a Third-Party Payment Processor, Customer will also pay fees to the Company for the Payment Processing Services. These fees are subject to change at the Company’s discretion.
7. LIMITATION OF LIABILITY AND WARRANTIES
7.1. Warranties & Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, APEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, APEX WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL/DATA. APEX’S AGGREGATE LIABILITY IS CAPPED AT THE FEES PAID TO APEX FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRIOR TO THE EVENT.
8. INDEMNIFICATION
- By Apex (IP): We will defend against claims that the Services infringe another’s IP and will procure rights, modify, replace, or refund unused prepaid fees if a cure is not feasible.
- By Customer: You will defend Apex against claims arising from your content, unlawful use, or breach of these Terms.
9. GENERAL PROVISIONS
Order of Precedence: If there is a conflict: BAA/DPA → Order Form/MSA → these Terms → documentation.
Beta Features: Beta or pre-release features are provided “AS IS” and may be modified or discontinued at any time.
Third-Party Services: Integrated eRx, clearinghouse, lab, SSO, and other services are governed by their own terms. Your use of such services is at your discretion. If Customer activates any APIs or links to enable data sharing through the Service with any third parties, Customer thereby authorizes Company to send and receive Customer Content with any such activated service and warrants that Customer has all appropriate right and title to grant such authorization.
DMCA: We observe the DMCA notice-and-takedown process. See our DMCA Policy for agent details.
Export & Sanctions: You agree to comply with U.S. export controls (EAR) and OFAC sanctions and not to use the Services in embargoed countries, with denied parties, or for prohibited end uses.
Governing Law; Venue; Arbitration: Delaware law governs these Terms (conflict-of-laws rules excluded). Binding arbitration on an individual basis and class-action waiver apply; exclusive venue for non-arbitrable claims is in Delaware state or federal courts.
Contact: admin@apexehr.com ⋅ Apex EHR LLC, 16192 Coastal Highway, Lewes, DE, 19958