License Agreement & Terms & Conditions

1 . OVERVIEW
These Terms of Service (“Agreement”) are between MD PracticeFlow (“MD PracticeFlow,” “we,” “us”) and you, the client (“Client,” “you,” or “user”), including your employees, agents, contractors, and anyone accessing the Platform under your direction. This Agreement governs your use of the MD PracticeFlow software and services provided via www.app.practiceflow.md (the “Platform”).

By using the Platform, you agree to these terms. You must be at least 18 years old to access the Platform.

We may update these terms at any time. Continued use of the Platform after changes are posted constitutes acceptance of the new terms.

All data collected is subject to our Privacy Policy. By using the Platform, you consent to data use in accordance with that policy.

2. LICENSE AND USE RESTRICTIONS

2.1 License Grant
MD PracticeFlow grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during your active subscription. This license does not grant ownership.

All configurations, automations, workflows, settings, customizations, integrations, account snapshots, and system elements—whether provided or developed by MD PracticeFlow—remain our intellectual property and are protected by law

2.2 Usage Limits and Responsibilities
You may allow your team (including employees, contractors, and agents) to access the Platform. You are fully responsible for their actions while using the Platform.

You agree not to:

  • Share or resell the Platform or its components to third parties.

  • Copy, decompile, export, reverse-engineer, or replicate the software.

  • Use the Platform for illegal, misleading, or abusive activities.

  • Use the Platform in ways that violate any law, including privacy, consumer protection, or telecom regulations.

2.3 Non-Transfer of IP
All custom configurations, workflows, or enhancements created by MD PracticeFlow are non-transferable and may not be moved to another service or provider.

2.4 Proprietary Logic and Non-Transferability:
Client acknowledges that all workflows, automations, integrations, snapshots, and configurations created or provided through the Software are the proprietary intellectual property of MD PracticeFlow. Client shall not reproduce, distribute, sublicense, export, replicate, reverse-engineer, or otherwise exploit these assets, whether directly or indirectly, on any other platform or service, during or after the term of this Agreement. Any attempt to do so shall constitute a material breach of this Agreement and may result in immediate termination of access and legal action.

2.5 Relationship to Marketing Services; Subsidies; Account Control
If Client receives marketing services from MD PracticeFlow or an affiliated marketing agency (MD Marketing Agency, LLC / Wellness Clinic Marketing) under a separate agreement, Client acknowledges and agrees:

(a) Separate Agreements. The Marketing Services Agreement and this Software Subscription & User License Agreement are separate agreements. Termination or non-renewal of marketing services does not, by itself, cancel the Software subscription. The Software subscription must be separately canceled in writing in accordance with Section 3.2.

(b) Subsidies / Credits End With Marketing. Any discounted pricing, credits, subsidies, or contributions applied to the Software subscription in connection with active marketing services (including any partial payment by an affiliated agency) are conditional upon Client maintaining active marketing services. Upon termination or non-renewal of marketing services, such credits/subsidies will automatically end effective on the marketing services termination date, and the Software subscription will continue at the then-current standard subscription rate, plus applicable usage fees.

(c) Platform Control and No Ownership. Client acknowledges that access to the Platform is provided solely as a subscription license and does not confer ownership of any platform instance, subaccount, or underlying system. MD PracticeFlow retains administrative ownership and control of the Platform environment and may maintain system-level controls required for platform integrity, compliance, security, support, and licensing.

(d) No Removal of Provider Access / Controls. Client is not entitled to removal of MD PracticeFlow administrative access or system-level controls. MD PracticeFlow may grant Client and Client’s authorized personnel administrative permissions as reasonably necessary for Client’s day-to-day use of the Platform, but such permissions do not constitute ownership or “owner access.”

(e) No Migration, Replication, or Account Transfer; Limited Data Export at Discretion. Client acknowledges that the Platform is provided as a licensed subscription service within MD PracticeFlow’s managed environment. MD PracticeFlow is not obligated to perform, support, or participate in any migration, replication, cloning, porting, rebuilding, or movement of the Client’s account, subaccount, configurations, workflows, automations, integrations, snapshots, templates, system settings, or any proprietary logic to any other system, platform, provider, or standalone instance.

If the Client requests access to data for internal record-keeping or transition purposes, MD PracticeFlow may, at its sole discretion, offer a limited data export in a non-editable or restricted format, and for an additional fee, provided the request is made within the timeframe stated in Section 3.2. MD PracticeFlow is not obligated to provide exports, full database copies, or a functional replica of the Platform or its configurations.

For clarity, any telephone numbers provisioned for tracking or communication purposes are governed separately by Section 3.2 (Tracking Telephone Numbers) and are subject to the carrier/vendor's rules.

(f) Support Scope. Client acknowledges that ongoing marketing strategy, campaign support, custom automations, API integrations, and advanced technical support are not included in the Software subscription unless separately agreed in writing under a services agreement. MD PracticeFlow may offer support services at its discretion and at additional cost.

2.6 Marketing Termination May Affect Subscription Availability
Client acknowledges that the Software subscription is offered at MD PracticeFlow’s discretion and may be made unavailable following termination or non-renewal of any marketing services engagement between Client and MD PracticeFlow or any affiliated marketing agency. Any such discontinuation will be provided with written notice and governed by Section 11 (Termination).

3. PAYMENT METHOD, CANCELLATIONS, REFUNDS, and AUTO-RENEWAL
MD Practice Flow CRM is a software-as-a-service (“SaaS”) product licensed on a subscription basis. The following terms apply unless MD Practice Flow notifies you otherwise.

You agree that your purchase of a subscription is not contingent on the delivery of any future functionality or features or dependent on any verbal or written public comments made by us regarding future functionality or features.

Payments will be billed to you in U.S. dollars, and your account will be billed when you subscribe and provide payment information according to the payment terms on the website for the Software at the time you subscribed, unless stated otherwise in your Client Services Agreement, if applicable. Current payment term options: Monthly, Annual (pre-paid).  

3.1 Payment Method
Your subscription must be paid with a valid debit or credit card acceptable to MD Practice Flow. Currently, invoicing and paying by check are not available for your MD Practice Flow CRM subscriptions.

Your credit card information is managed in a secure, encrypted environment (Level 1 PCI compliant, managed using multi-encrypted keys, and does not have the ability to connect to the internet). MD Practice Flow will only have access to the last four digits and will be used for billing account verification only. Carrier/telecom usage fees may be billed separately and are non-refundable.

3.2 Cancellations
To cancel your MD PracticeFlow CRM subscription, you must give at least twenty-one (21) days’ written notice before the end of the applicable payment period. Cancellation requests must be made in writing by the account holder or an authorized representative.

For clarity, termination or non-renewal of any separate marketing services agreement does not constitute cancellation of the Software subscription. The Software subscription must be separately canceled in writing in accordance with this Section.

MD PracticeFlow reserves the right to immediately suspend or terminate access to the Platform in the event your payment method is declined, there are settlement failures, suspected fraud, or other billing-related issues.

Data Retention Following Cancellation or Termination
Upon cancellation or termination of the Software subscription, Client’s access to the Platform and its data will be deactivated. Client data may be automatically deleted, purged, or otherwise permanently removed from the Platform after fifteen (15) days as part of normal system processes following deactivation. Once removed, Client data may not be recoverable.

Client is solely responsible for maintaining backups of all Client data at all times and for exporting any data needed prior to cancellation or termination.

Contact Export (Limited)
Client may export contacts and other standard records directly from the Platform while the Software subscription remains active. Upon cancellation or termination, MD PracticeFlow will, upon Client’s written request made within fifteen (15) days of termination, provide a one-time export of Client contacts in a standard format (e.g., CSV), as a courtesy. Client is responsible for requesting this export within the 15-day period; after that period, data may be permanently removed and exports may no longer be available.

MD PracticeFlow is not obligated to provide exports of workflows, automations, integrations, snapshots, templates, system configurations, message history, call recordings, or any proprietary platform elements, and does not provide a full database dump or functional replica of the Platform.

Tracking Telephone Numbers (Provisioning, Use, and Porting Rights)
MD PracticeFlow or its affiliated marketing agency may purchase and provision tracking telephone numbers (“Tracking Numbers”) during the term of any marketing services engagement for the purpose of attribution, call tracking, and lead source allocation. Tracking Numbers may be provisioned and managed through third-party telecommunications providers and/or software vendors (including call tracking or messaging platforms) under accounts controlled by MD PracticeFlow or its vendors.

Use During Active Subscription. Client may use Tracking Numbers while Client’s Software subscription remains active and in good standing, subject to Client’s payment of all applicable telecom/carrier fees and compliance with all applicable laws and carrier/vendor policies. Tracking Numbers are provided as a convenience and are not guaranteed to remain available.

Marketing Termination / CRM Continues. If marketing services are terminated or not renewed but Client’s Software subscription remains active, Client may continue using Tracking Numbers provided (i) the numbers remain available, (ii) Client assumes all ongoing carrier/telecom costs and any applicable tracking service fees, and (iii) Client complies with applicable carrier/vendor rules. MD PracticeFlow reserves the right to modify routing, replace, or discontinue Tracking Numbers where required for platform integrity, compliance, vendor requirements, or operational reasons.

CRM Cancellation / Port-Out Window. If Client’s Software subscription is canceled or terminated, Client may request to port Tracking Numbers to Client’s provider. Client must request and complete the port-out within fifteen (15) days of termination. After fifteen (15) days, Tracking Numbers may be released and MD PracticeFlow shall not be responsible for their availability.

No Guarantee of Porting. Client acknowledges that porting and continued availability of Tracking Numbers are subject to telecommunications carrier and vendor policies outside MD PracticeFlow’s control, and MD PracticeFlow makes no guarantee that any Tracking Number can be successfully ported.

3.3 Refunds
Once you choose a payment period, there are no refunds during that chosen payment period. MD Practice Flow does not provide prorated refunds during a payment period. You will be billed through the remainder of the payment period.

Payments/fees are based on the services provided and user licenses purchased and not the actual usage. The number of user subscriptions/licenses purchased cannot be decreased during the relevant subscription/license term.

Your subscription does not include any taxes, government assessments of any nature, levies, or duties, including sales tax, value-added tax, use or withholding taxes, assessable by any jurisdiction. You are responsible for paying all taxes associated with your purchases. If we have the legal obligation to pay or collect taxes for which you are responsible, we will invoice you, and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

3.4 Auto-renewal
MD Practice Flow CRM automatically renews monthly and annual subscriptions at the current rate, as required for you to maintain access to MD Practice Flow CRM unless your subscription to the service is canceled or terminated under this Agreement.

If your payment and registration information is not accurate, current, and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license, and refuse any further use of MD Practice Flow CRM.  
Auto-renewal does not limit MD PracticeFlow’s right to suspend or terminate the Software subscription under this Agreement.

4. YOUR PRIVACY AND PERSONAL INFORMATION. You can view MD Practice Flow’s Privacy Policy on the MD Practice Flow website. You agree to be bound by the applicable MD Practice Flow CRM Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree: To MD Practice Flow CRM, maintaining your data according to the MD Practice Flow Privacy Statement as part of the Software.  

5. CONTENT
You are solely responsible for any content uploaded or shared through the Platform. You agree not to use the Platform to store, share, or distribute any unlawful, unauthorized, infringing, or harmful content. MD PracticeFlow is not liable for user-generated content and reserves the right to remove or restrict content that violates applicable law or this Agreement. 

6. COMMUNICATIONS & CAMPAIGN LIABILITIES
You are solely responsible for all communications sent using the Platform, including SMS, emails, calls, or other messaging features—whether sent by you, your team, or on your behalf.

This includes campaigns initiated by:

  • You or your authorized users

  • Third-party agents or vendors you work with

  • Account managers from our affiliated marketing agency are acting on your instructions

By using the Platform, you agree to:

  • Obtain consent from recipients before sending messages

  • Comply with all relevant laws, including TCPA, CAN-SPAM, and any local or federal spam/privacy regulations

  • Honor opt-out requests and unsubscribe lists

  • Accurately identify yourself in all communications

Limitation of Liability:
MD PracticeFlow, and any affiliated service provider or agency working on your behalf, shall not be liable for any legal claims, disputes, damages, or regulatory complaints resulting from communications sent through the Platform. You assume full responsibility for compliance, even if messaging is initiated by an MD PracticeFlow account manager or third party under your instruction.

We reserve the right to suspend or terminate access if misuse, spam complaints, or violations occur.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Required Communications.
You agree to receive legal and operational notices related to your account via email or in-app messaging.

7.2 Account Security.
You are responsible for your login credentials. If you suspect unauthorized use, you must notify us immediately.

7.3 Platform Updates. The Platform may be updated periodically with new features, bug fixes, or improvements. Updates may be applied automatically without prior notice.

8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MD PRACTICE FLOW, ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, ‘SUPPLIERS’) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. MD Practice Flow AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, MD Practice Flow DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.  

8.2 MD PRACTICE FLOW AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.  

9. LIMITATION OF LIABILITY AND INDEMNITY.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF MD Practice Flow, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWO (2) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, MD Practice Flow AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MD Practice Flow SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF MD Practice Flow AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MD Practice Flow, ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.  

9.2 Indemnification
You agree to indemnify, defend, and hold harmless MD PracticeFlow, its parent company, affiliated marketing agency, officers, directors, employees, contractors, and third-party service providers (“Indemnified Parties”) from and against any and all claims, demands, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Your use of the Platform;

  • Any breach of this Agreement;

  • Any actions taken by your employees, agents, contractors, or authorized users;

  • Any marketing campaigns or communications (including SMS, email, or voice messages) sent via the Platform, regardless of whether they were initiated by you, your team, or by MD PracticeFlow or its affiliated marketing agency acting at your instruction;

  • Any regulatory investigations, spam complaints, or legal actions brought by third parties resulting from such communications.

MD PracticeFlow reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter subject to indemnification. You agree to fully cooperate with MD PracticeFlow in asserting any available defenses.

10. CHANGES TO THIS AGREEMENT OR THE SOFTWARE.
We reserve the right to change this Agreement from time to time upon reasonable notice to you, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part, including but not limited to any feature or aspect of the Software, Internet-based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after MD Practice Flow posts or otherwise notifies you of any changes, indicates your agreement to the changes.  

11. TERMINATION.
MD PracticeFlow may suspend or terminate access to the Platform and/or terminate this Agreement under any of the following circumstances:

11.1 Termination for Cause (Breach or Misuse).
MD PracticeFlow may immediately and without notice terminate this Agreement, suspend or terminate the license to the Platform, or restrict access to services if Client fails to comply with this Agreement, including but not limited to misuse of the Platform, violations of applicable law, abusive behavior, non-payment, suspected fraud, security concerns, spam complaints, or violations of telecom, messaging, privacy, or consumer protection regulations. MD PracticeFlow may suspend access while investigating suspected violations. 

11.2 Termination Following Termination of Marketing Services (Discretionary).
If Client terminates or elects not to renew marketing services provided by MD PracticeFlow or any affiliated marketing agency, MD PracticeFlow may, at its sole discretion, elect to discontinue providing the Software subscription and/or related support services effective on the marketing services termination date or thereafter, upon written notice to Client. This decision may be based on support availability, compliance requirements, platform risk, operational considerations, or the overall relationship.

11.3 Termination for Convenience.
MD PracticeFlow reserves the right to terminate the Software subscription for convenience upon thirty (30) days’ written notice to Client. If termination occurs for convenience, Client will remain responsible for fees incurred through the effective termination date, and no refunds will be provided except where required by law.

11.4 Effect of Termination.
Upon termination of this Agreement or cancellation/termination of the Software subscription:

  • Client must immediately stop using the Platform;

  • Any outstanding payments become immediately due; and

  • MD PracticeFlow will handle Client data and any porting windows (if applicable) in accordance with Section 3.2 (Cancellations), including the fifteen (15) day deletion and porting timelines.

11.5 Survival.
Any provisions which by their nature should survive termination shall survive, including but not limited to Sections 1, 5, 6, 8, 9, 12, 13, and 14.

12. GOVERNING LAW. The law of the State of Florida governs this Agreement without regard to its conflicts of laws provisions.  

13. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SOFTWARE OR THIS AGREEMENT MAY BE INITIALLY RESOLVED THROUGH BINDING ARBITRATION. However, if there is a breach of this agreement by the user of the software, the SOFTWARE PROVIDER reserves the right to file a lawsuit in a court of competent jurisdiction to seek legal and equitable remedies. The Federal Arbitration Act governs the interpretation and enforcement of this provision, and Florida law applies to all other matters. Notwithstanding the above, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT ARBITRATION IS THE PRIMARY METHOD OF DISPUTE RESOLUTION, BUT YOU ALSO UNDERSTAND THAT IN THE CASE OF A BREACH OF CONTRACT BY THE USER, THE SOFTWARE PROVIDER MAY PURSUE LEGAL ACTION. This Section 13 shall survive expiration, termination, or recession of this Agreement.  

14. GENERAL. This Agreement is the entire agreement between you and MD Practice Flow and replaces all prior understandings, communications, and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law having jurisdiction rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or otherwise convey any rights or obligations under this Agreement. However, MD Practice Flow may assign or transfer it without your consent to:  

(a) an affiliate,  
(b) another company through a sale of assets by MD Practice Flow, or  
(c) a successor by merger.  

Any assignment in violation of this Section shall be void. 

Part of the Wellness Clinic Marketing Client Services Agreement