Dashboard
Effective Date: June 5, 2025
1. Acceptance of Terms
By accessing or using the Smarter EMR website ( https://smarteremr.com ) or any related software, mobile apps, APIs, or services (collectively, the “Services”), you agree to be bound by these Terms and Conditions (“Terms”). If you are entering into these Terms on behalf of a company, clinic, or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use the Services.
2. Definitions
- ● “Clinic” means any healthcare provider, medical spa, or telehealth organization that subscribes to the Services.
- ● “User” means an individual authorized by a Clinic to access the Services (e.g., clinicians, staff).
- ● “Patient” means an individual whose health information is processed by the Services on behalf of a Clinic.
- ● **“Protected Health Information” or “PHI” has the meaning set forth in HIPAA.
3. Eligibility & Account Registration
You must be at least 18 years old and have legal authority to form a binding contract. Clinics are responsible for:
- 1. Ensuring that only authorized Users access their account;
- 2. Keeping login credentials secure; and
- 3. Maintaining accurate account information.
4. HIPAA & Business Associate Agreement (BAA)
TSmarter EMR acts as a Business Associate under HIPAA. Our standard BAA is incorporated by reference. By using the Services, Clinics agree to execute and comply with the BAA. Clinics remain solely responsible for fulfilling their Covered Entity obligations under HIPAA.
5. License & Intellectual Property
Smarter EMR grants Clinics and Users a limited, non‑exclusive, non‑transferable, revocable license to access and use the Services in accordance with these Terms. Smarter EMR retains all rights, title, and interest in and to the Services, including all related intellectual property.
6. Permitted & Prohibited Uses
You agree to use the Services only for lawful, clinical, and administrative purposes. You may not:
- ● Reverse engineer, decompile, or attempt to gain unauthorized access to the Services;
- ● Upload or transmit malicious code;
- ● Use the Services to send unsolicited marketing without documented prior express written consent;
- ● Violate carrier, TCPA, or HIPAA rules; or
- ● Infringe the intellectual‑property or privacy rights of others.
7. SMS Messaging Terms
Clinics must obtain and document patient consent before sending SMS messages via the Services. By initiating SMS campaigns, Clinics certify that they have: (i) collected valid opt‑ins, (ii) disclosed message frequency and rates, (iii) provided opt‑out instructions, and (iv) retained consent records. Smarter EMR reserves the right to suspend messaging that violates carrier guidelines or these Terms.
8. Fees & Payment
Subscription fees, usage‑based charges (e.g., per‑SMS fees), and any applicable taxes are billed monthly in U.S. dollars. Payments are due within 15 days of invoice. Late payments may incur interest at 1.5% per month (or the maximum permitted by law) and may result in service suspension.
9. Data Ownership & Portability
- ● Clinics own all PHI and non‑PHI data they input into the Services.
- ● Upon request and subject to account standing, Smarter EMR will provide a secure export of Clinic data in industry‑standard formats.
- ● We may retain backups for legal or regulatory purposes after termination.
10. Confidentiality
Each party agrees to protect the other’s confidential information with at least the same degree of care it uses to protect its own. Confidential information excludes data that is (a) publicly available without breach, (b) independently developed, or (c) lawfully disclosed by a third party.
11. Warranties & Disclaimers
The Services are provided “AS IS” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement. Smarter EMR does not warrant that the Services will be uninterrupted or error‑free, or that data loss will not occur.
12. Limitation of Liability
To the maximum extent permitted by law, Smarter EMR’s total liability arising out of or related to the Services shall not exceed the fees paid by the Clinic to Smarter EMR in the 12 months preceding the event giving rise to the claim. Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages.
13. Indemnification
Clinics agree to defend, indemnify, and hold harmless Smarter EMR and its affiliates from any claims, damages, or expenses arising out of: (a) Clinic’s or Users’ misuse of the Services; (b) violations of these Terms, HIPAA, TCPA, or other laws; or (c) SMS messaging without proper consent.
14. Term & Termination
These Terms commence on the Effective Date and continue until terminated. Either party may terminate for convenience on 30 days’ written notice or immediately for material breach. Sections 5, 9, 10, 11, 12, 13, and 17 survive termination.
15. Modifications to Services or Terms
We may modify the Services or these Terms at any time. Material changes will be posted in-app or emailed to account administrators. Continued use after the effective date constitutes acceptance of the revised Terms.
16. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of Nevada, excluding conflict‑of‑laws principles. Any dispute shall be resolved by binding arbitration in Las Vegas, Nevada, under the rules of the American Arbitration Association. Either party may seek injunctive relief in a court of competent jurisdiction.
17. Export Compliance
You agree to comply with U.S. export and sanctions laws. You may not use or export the Services to embargoed countries or prohibited entities.
18. Entire Agreement
These Terms, the BAA, any Order Forms, and our Privacy Policy constitute the entire agreement and supersede all prior understandings. If any provision is held unenforceable, the remaining provisions will remain in effect.