Last updated: March 30, 2025
Effective Date: 1st April 2025
NOTICE: This Terms of Service agreement (the "Agreement") includes a binding arbitration clause and a class action waiver. These affect your legal rights for resolving disputes. Please read carefully.
By registering for, accessing, or using HIKIP's services, you (“User” or “you”) agree to be bound by the following terms and conditions, as well as any policies and guidelines incorporated by reference. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" will refer to both the individual user and the organization. If you do not agree with these Terms of Service, you must not use or access the Service.
For purposes of this Agreement, the following terms have the meanings set forth below:
• “Company” (also referred to as “we,” “us,” or “our”) means HIKIP LLC, a corporation organized under the laws of Delaware, with its principal place of business in Dover, Delaware.
• “Service” means the software-as-a-service platform and all related services provided by the Company, including but not limited to web and mobile applications, telehealth video/audio conferencing tools, secure messaging and client communication tools, appointment scheduling software, payment processing functionality, client documentation and record-keeping systems, insurance billing and support features, and secure data storage. The Service includes all associated websites, subdomains, services, and applications under the Company’s control.
• “Account Owner” means the individual health or wellness professional, practice, or entity that registers for the Service and is responsible for the Account. The Account Owner is responsible for all use of the Account and Service under their control, including use by any authorized colleagues or staff.
• “Team Member” means any individual (such as an employee, contractor, colleague, or staff member) that the Account Owner authorizes to use the Service under the Account Owner’s Account. Each Team Member must have unique login credentials.
• “Client” or “Patient” means an end-user (such as a patient, client, or customer of the Account Owner) whose information is stored in the Service or who participates in communications or telehealth sessions via the Service with the Account Owner or Team Members. Clients/Patients are considered “Users” of the Service in certain contexts (for example, if they use an online client portal), but they are not parties to this Agreement. The Account Owner is responsible for obtaining any necessary consent from Clients/Patients for use of the Service as described in this Agreement.
• “User Data” means all data, information, content, and records (including text, images, audio, video, or other materials) that you or your Clients/Patients upload, submit, or store in the Service, or that is collected or generated on your behalf through your use of the Service. User Data includes, without limitation, appointment information, client notes, health records, messages, billing information, insurance data, and any Protected Health Information (PHI).
• “Protected Health Information” or “PHI” has the meaning given under the U.S. Health Insurance Portability and Accountability Act of 1996 and its related regulations (collectively, “HIPAA”). Generally, PHI includes individually identifiable health information that is transmitted or maintained in any form or medium, including electronic, oral, or written, that relates to a person’s health condition, provision of health care, or payment for health care.
• “Personal Information” means any information relating to an identified or identifiable individual, including but not limited to contact information, account registration data, and financial information. Personal Information may overlap with PHI when it relates to health services.
• “Third-Party Services” means any third-party websites, services, products, or content that are linked to, integrated with, or utilized by the Service. This includes, for example, payment processors, insurance claim clearinghouses, video conferencing infrastructure providers, or any external service that the Company doesn’t own or control.
Other capitalized terms may be defined elsewhere in this Agreement. Any references to “including” or “for example” are deemed to be followed by “without limitation.” All headings are for reference only and do not affect interpretation.
To use the Service, you must create an account (“Account”) as the Account Owner. You agree to provide truthful, current, and complete information about yourself (and your practice, if applicable) during the registration process (“Registration Data”), and to maintain and promptly update this information so it remains accurate and complete.
By registering an Account, you represent and warrant that:
• You are at least 18 years of age, or the legal age of majority in your jurisdiction of residence, and are otherwise capable of entering into binding contracts.
• If you are registering on behalf of a company or other organization, you have the legal authority to bind that entity to this Agreement.
• You (and any Team Members you authorize) hold all necessary licenses, permits, or certifications required to provide health, wellness, or other professional services to Clients/Patients in the jurisdictions where you practice.
• All information you submit to the Company is truthful and you will keep it updated. Impersonation or providing false identity information is prohibited.
The Company reserves the right to verify your identity, credentials, and other Registration Data. You may be required to provide additional documentation or undergo identity verification checks (for example, providing copies of professional licenses or photo identification) as a condition of initial or continued use of the Service. You consent to such verification processes and understand that access to the Service may be suspended or terminated if verification is not completed or if we suspect the information provided is inaccurate or fraudulent.
You are responsible for maintaining the security and confidentiality of your Account login credentials (username and password). You must not share your Account credentials with anyone outside of your authorized Team Members. Each Team Member should have their own separate login. Sharing of logins among multiple individuals is a violation of this Agreement and may result in suspension or termination of the Account or additional fees at our discretion.
Responsibility for Use: As the Account Owner, you are responsible and liable for all activities that occur under your Account, whether conducted by you, a Team Member, or any other person you allow to access the Service. This includes ensuring that all Team Members and anyone you invite or enable to use the Service (including Clients/Patients, to the extent they have access to any client portal or communications) comply with this Agreement and any applicable laws.
If you become aware of any unauthorized access to or use of your Account or any security breach (such as loss, theft, or unauthorized disclosure or use of login credentials), you must promptly notify the Company. You agree to cooperate with the Company’s reasonable instructions to secure your Account and prevent further unauthorized use. The Company is not liable for any loss or damage arising from unauthorized use of your credentials (whether with or without your knowledge) prior to you notifying the Company of such unauthorized access.
Team Member Changes: You are responsible for managing the access of Team Members. If a Team Member’s relationship with your practice ends or their role changes such that they should no longer have access (for example, an employee leaves your practice, or a contractor’s engagement ends, or a Team Member’s professional license expires or is suspended), you must promptly remove or adjust that individual’s access to your Account. You are also responsible for ensuring that any Client/Patient access (e.g. to a client portal or telehealth session) is used only by the intended person and in accordance with appropriate consents.
Service Fees: The Company provides the Service on a subscription or usage fee basis, as described on our website (e.g., on a pricing page). You agree to pay all applicable fees for the Service plan you select, plus any applicable taxes or duties (such as sales, use, or value-added taxes). All fees are stated and payable in U.S. Dollars (unless otherwise specified by the Company) and are exclusive of taxes. You are responsible for any taxes or governmental charges imposed on your purchase or use of the Service, except for taxes based on the Company’s net income.
Billing and Payment: By entering a payment method (such as a credit card or other accepted payment instrument), you authorize the Company or its payment processor to charge the subscription fees and any other incurred charges (e.g. one-time service fees, if any) to that payment method on a recurring basis in accordance with your subscription plan’s billing cycle. You must ensure that your provided payment information is accurate and up-to-date at all times. If your payment method on file is declined or becomes invalid, we may, after attempting to notify you, suspend or terminate your Account for non-payment. It is your responsibility to resolve any payment issues and notify us of updated billing information to resume Service.
Changes in Fees: The Company reserves the right to change the fees charged for the Service or add new fees for new features or services. If we do so, we will provide advance notice to you (for example, by email or via the Service) in accordance with Section 25 (Notices). Fee changes will not apply retroactively; they will become effective at the start of your next billing cycle or other stated effective date after the notice period. If you do not agree to the revised fees, you may terminate your Account before the new fees take effect. Your continued use of the Service after the effective date of a fee change constitutes your agreement to the change.
No Refunds: All payments are final. Subscription fees (including any prepaid amounts) are non-refundable, except where required by law. If you or the Company terminate or suspend your Account mid-subscription (whether for convenience or due to your breach), you will not receive a refund or credit for any remaining subscription period. Upon termination, any unpaid fees for the current billing cycle or any accrued charges will become immediately due and payable. We reserve the right to charge such amounts to your payment method on file or to invoice you for any outstanding balance.
Free Trials and Promotions: If the Company offers a free trial or promotional period, such use is subject to this Agreement. After the trial period, you will be charged the applicable fees unless you cancel before the trial ends. The Company reserves the right to modify or terminate any free trial or promotion at any time.
The Company may, at its sole discretion, add, remove, or modify any features or functionality of the Service at any time. This may include implementing new tools, enhancing existing features, discontinuing certain features, or imposing limits on certain features or restricting access to parts or all of the Service. We may make such changes for any reason, including to improve user experience, comply with legal requirements, maintain security, or for business reasons.
We will endeavor to provide reasonable notice if a modification to the Service is a material reduction in functionality, but we are not obligated to do so if the change is urgently required (for example, for security or legal compliance). You agree that the Company shall not be liable to you or to any third party for any additions, modifications, suspension, or discontinuation of any aspect of the Service. Your sole recourse if you disagree with changes to the Service is to stop using the Service and, if applicable, terminate your subscription.
Your privacy is important to us. Our collection, use, and disclosure of personal data about you (and, if applicable, your Clients/Patients) is governed by our Privacy Policy, which is hereby incorporated into this Agreement by reference. You can find the current version of our Privacy Policy on our website. By using the Service, you consent to the Company’s handling of personal information as outlined in the Privacy Policy.
The Privacy Policy describes how the Company collects and processes Personal Information that you provide to us outside of the User Data you store on the Service (for example, information you submit when signing up for an Account, billing information, or information we collect through our marketing website). It also explains how we use cookies or similar technologies and your rights regarding your personal data. Note: The Privacy Policy does not apply to User Data that you or your Clients upload to the Service for your professional use – such data is handled as described below in Section 7 and, if applicable, in a Business Associate Agreement.
If you are based outside of the United States or have Clients/Patients outside of the United States, please be aware that Personal Information and User Data you provide through the Service will be processed and stored in accordance with U.S. law and the Privacy Policy. We take measures to protect all personal data, but additional jurisdiction-specific privacy rights or regulations (for example, the European Union’s General Data Protection Regulation (GDPR) or other national laws) may apply to the relationship between you and your Clients. It is your responsibility as a health/wellness professional to ensure that you comply with all data protection laws that apply to you and to obtain any necessary consents for using the Service to process personal data.
7.1 Our Use of User Data
As a provider of a platform for professional use, the Company understands that you may upload or store sensitive information, including health records and personal data of your Clients. You retain all ownership rights to your User Data. By using the Service and uploading or inputting User Data, you grant the Company and our affiliates a non-exclusive, worldwide, royalty-free license to host, store, transfer, display, perform, reproduce, and process your User Data solely for the purpose of providing and supporting the Service. This includes uses such as making backup copies, indexing data for search within the application, or transmitting it to you and your intended recipients (e.g., sending a message to a Client at your direction). We will not use your User Data for any other purposes except as permitted in this Agreement, as required by law, or with your explicit consent.
We will not sell any Personal Information or User Data you provide to us about your Clients/Patients. We will not disclose your User Data to third parties except: (a) as needed to provide the Service (for example, transmitting payment data to process a payment, or using a secure email service to deliver a notification, etc.), (b) as expressly permitted by this Agreement or by you, (c) as required to comply with law or legal process (as described below), or (d) to our subcontractors or service providers under equivalent obligations of confidentiality and security, and only for purposes of assisting us in providing the Service to you. We will not use or access PHI in your User Data except as necessary to perform our obligations as a business associate under HIPAA (if you are a Covered Entity or Business Associate under HIPAA) or as otherwise permitted or required by applicable law. In particular, we will not make any use or disclosure of PHI that is not permitted by HIPAA, this Agreement, or a Business Associate Agreement in effect with you.
The Company maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of User Data, including PHI, in accordance with applicable law (such as HIPAA security requirements for covered data). However, you acknowledge that no method of transmitting or storing data is 100% secure, and therefore we cannot guarantee absolute security. In the event of any incident affecting the security of your User Data (such as a data breach), we will comply with applicable breach notification laws and our obligations under any applicable Business Associate Agreement.
7.2 Your Responsibilities for User Data and Privacy Compliance
You are solely responsible for the content of the User Data you and your Team Members upload or generate while using the Service. By uploading or submitting User Data, you affirm and warrant that you have obtained all necessary rights, consents, and authorizations to do so. This means:
• Client Consent: You have provided any required notices to and obtained appropriate consent or authorization from your Clients/Patients (or their legal guardians, if applicable) to collect and store their personal information and/or PHI using the Service. For example, if you are using the Service to store medical records or conduct telehealth sessions, you must ensure you have the patient’s consent to do so in compliance with privacy laws.
• Lawful Use: All User Data, including PHI, that you input or allow to be collected in the Service has been collected and will be used by you in compliance with all applicable laws (such as HIPAA, if applicable to you, and any state, provincial, or international privacy laws governing the personal data or health information of your Clients). You will not use the Service to collect or store personal data in a manner that violates applicable privacy or data protection laws.
• Accuracy: You are responsible for the quality and accuracy of User Data. The Company is not responsible for verifying the content you input. For instance, if you enter treatment notes, billing codes, or insurance information, you are responsible for ensuring their accuracy and for updating them as necessary.
• Prohibited Data: You will not upload or store in the Service any data that is not permitted by law to be stored or transmitted, or any data to which you do not have the rights or consent required as described above. (See also Acceptable Use in Section 14.)
The Company may provide sample forms, agreements, or language (for example, a template notice to patients or a consent form) to illustrate how you might obtain consent or other information from Clients. Any such templates or samples are provided for illustration only and do not constitute legal advice. It is your responsibility to consult with qualified legal counsel to ensure that any documentation you use to obtain consent or to manage patient information is adequate, enforceable, and compliant with applicable laws. The Company disclaims all liability for your use of any sample documentation – see Section 12 (Templates and Sample Content).
7.3 Legal Demands for User Data
The Company understands the sensitive nature of User Data and will not access or disclose it except as permitted in this Agreement. If we receive a subpoena, court order, or other legally binding request from a court or government authority compelling us to disclose User Data (including PHI or other personal data), we will, to the extent allowed by law, promptly notify you before disclosing the information so that you may seek a protective order or other appropriate remedy. If such notice is prohibited by law or if the request is an emergency demand (e.g., a law enforcement request accompanied by an order not to notify), we will comply with the request as required by law. We will only disclose the minimum amount of information necessary to comply with the request.
You acknowledge that the Company is not a law firm or legal representative for you. You are responsible for responding to any third-party requests for access to or copies of PHI or records that are directed to you (for example, a patient’s request for their medical records or a government audit of your practice). Where a third party seeks records directly from the Company, we will handle it as described in the paragraph above.
7.4 Data Export and Deletion upon Termination
Data Export: During the term of your subscription, you may download or export your User Data at any time using the tools provided within the Service (subject to applicable feature limitations). In the event your Account is terminating (whether you choose to close your Account or this Agreement is otherwise ending), it is your responsibility to export and secure your User Data prior to the effective termination date. The Service may provide export functionality (such as exporting records in a standard format); you should use such features to obtain a copy of your data. You acknowledge that after termination, you may no longer have access to retrieve User Data from the Service, so proactive export is essential.
Retention and Deletion: Upon termination of your Account, the Company will retain your User Data for a limited period of time, not to exceed thirty (30) days, unless a longer retention period is required by law. This short retention allows you a final opportunity (up to 30 days post-termination) to contact us to retrieve data if you were unable to do so before terminating. After this retention period, the Company will securely delete or destroy the User Data associated with your Account from our active systems. This deletion includes PHI and any personally identifiable information of your Clients in the Service. You agree that after this point, the Company has no obligation to retain or provide copies of any User Data. (The Company may retain non-personal data or anonymized aggregate data, and any data required to be retained for legal compliance or backup purposes, subject to applicable law and the Privacy Policy. Any retained backup copies of personal data will remain protected and will be purged in the ordinary course in accordance with our data retention policies.)
You are solely responsible for maintaining your own records to comply with your legal, regulatory, or professional retention requirements. For example, certain laws may require you to retain patient records for a number of years. You should ensure you have exported and securely stored any required information prior to Account deletion.
The Service may contain links or integrations to third-party websites, products, or services (“Third-Party Services”). For example, our platform might integrate with third-party payment processors, enable use of third-party video conferencing infrastructure, link to insurance claim clearinghouses, or offer referral links to other service providers. These Third-Party Services are provided for your convenience and to enhance the functionality of the Service, but they are independent of the Company.
No Endorsement or Control: The inclusion of any Third-Party Service or link does not imply endorsement or recommendation by the Company. The Company does not own or control Third-Party Services, and we make no guarantees regarding their quality, performance, availability, or compliance with laws. If you access or use Third-Party Services through our platform, you do so at your own risk.
Third-Party Terms: Your use of a Third-Party Service is subject to that third party’s terms and conditions and privacy policy, not this Agreement. For example, if you use an integrated payment processing service or a video platform, you will likely be required to agree to their terms (such as a payment processor’s account agreement). It is your responsibility to review and comply with those terms. This Agreement does not modify or supersede any third-party terms. In the event of a conflict between this Agreement and the terms of a Third-Party Service with respect to your use of that service, the third-party terms will govern your use of the Third-Party Service.
Disclaimer: The Company is not responsible for the acts, omissions, products, services, or content provided by any Third-Party Services. This includes any damages, losses, or legal liability you may incur by using them. You agree that the Company will not be liable for any loss or damage of any sort incurred as the result of your use of any Third-Party Service, and you release and hold us harmless from any claims or disputes you may have against a third party in connection with any Third-Party Service.
If you have any questions or concerns about a Third-Party Service (for example, a payment not being processed, or an outage in a video service), you should address those with the third party. We do not provide support for third-party products or services beyond enabling the connection.
Note: If the Company provides referrals or suggestions for external professionals or services (for example, recommending a billing service or an IT consultant), such referrals are provided as a courtesy. We do not guarantee or assume liability for any advice or service provided by such third parties. You should perform your own due diligence before engaging any third-party service provider.
One of the features of the Service may include integrated payment processing that allows you to collect fees from your Clients/Patients (for example, credit card processing for session fees or copayments). The Company itself is not a bank, payment processor, or payment gateway – we rely on Third-Party Services (such as Stripe, PayPal, or similar payment processors) to provide these payment capabilities. When you enable payment processing in our Service, you will be asked to agree to the third-party payment processor’s own terms and conditions (for example, a connected account agreement with Stripe, Inc., if Stripe is used). You must agree to and comply with those terms in order to use the payment features in our Service.
By using the payment processing features, you also agree to the following:
• Accuracy of Information: You will provide accurate and complete information about your business (such as legal name, tax ID, bank account details) as required by the payment processor and keep such information updated. This information may be used by the processor or the Company to facilitate payments and to satisfy legal requirements (e.g., know-your-customer or tax reporting obligations).
• Compliance with Processor Terms: You must comply with all applicable terms of the payment processor. This includes any rules about prohibited transactions or businesses. For example, payment processors maintain lists of prohibited activities or products; you represent that the payments you receive through the Service are for your legitimate professional services and not for any illegal or prohibited activities. If you violate the processor’s rules (such as using the payment service for something other than the intended health/wellness services, or engaging in fraud), the processor or the Company may suspend or terminate your ability to use the payment features.
• Transaction Fees: The payment processing service may charge transaction fees (e.g., a percentage of each charge, or a fixed fee per transaction) or other usage fees. These fees will either be disclosed to you or incorporated into the Service fees. You are responsible for all such fees, and they may be deducted from the amounts collected from your Clients. The Company is not liable for fee arrangements of the third-party processor.
• Payouts and Holds: Funds collected from your Clients may be subject to a holding period by the payment processor or by the Company’s integration with the processor. The Company or the processor reserves the right to withhold or delay payouts of funds to your designated bank account for a certain period (for example, a processor may hold funds for fraud prevention or to ensure payment settlement, or as otherwise described in their terms). The Company may also instruct the processor to hold funds (for example, if we detect suspicious activity or if required by law). You will be notified in the event of such a hold.
• Chargebacks and Reversals: You are liable for any chargebacks, payment reversals, denied or disputed payments, or similar issues (“Chargebacks”) that arise from transactions with your Clients. If a Client disputes a charge or if a payment is reversed (e.g., due to insufficient funds or fraud), you authorize the Company and/or the payment processor to deduct the amount of the Chargeback, plus any associated fees (such as card network fees or dispute fees), from the amounts held or from future payouts to you. If your balance is insufficient to cover a Chargeback, you agree to promptly pay the amount owed to the Company or the processor upon request. We may facilitate the recovery of such amounts by charging your payment method on file or invoice you separately.
• Excessive Chargebacks: If you have what the Company or the payment processor deems an excessive number or rate of Chargebacks or disputed payments, the Company may take certain actions. These actions include imposition of additional fees, temporary suspension of your payment capabilities, or termination of your use of the payment processing features. Additionally, the processor may choose to terminate your account under their terms if the risk is too high.
• Suspicious or Fraudulent Activity: The Company and the payment processor reserve the right to investigate and take appropriate action if fraudulent or suspicious transactions are detected. This may include cancelling or refunding transactions, holding funds, or providing information to law enforcement if required by law. You authorize the Company to share relevant transaction and account information with the payment processor and vice versa, for the purposes of fraud detection, compliance, and providing the payment service.
• Electronic Delivery of Tax Forms: If applicable law requires the payment processor or Company to provide you with tax documents (for example, an IRS Form 1099-K for total payments processed in a year, if you are in the U.S.), you consent to receive such forms electronically. You are responsible for any tax reporting of income received through the Service as required by your local laws.
• No Company Liability: You acknowledge that all transactions processed via the payment processing feature are transactions between you and your Client/Patient. The Company is not a party to those transactions. The Company does not guarantee and is not responsible for the payment of any Client’s obligations to you. If a Client fails to pay or if a payment is reversed, that dispute is between you and the Client (although the payment processor’s rules for handling the reversal will apply as described above). The Company will not mediate financial disputes between you and your Clients, and by using the payment service, you agree that you will not hold the Company liable for any issues arising from payments, apart from issues caused by the Company’s own gross negligence or willful misconduct in operating the Service.
We strive to maintain the availability and reliability of the Service. However, occasional interruptions or outages may occur for reasons including, but not limited to, scheduled maintenance, system upgrades, emergency repairs, telecommunications or network failures, software or hardware malfunctions, or events beyond our control (see Force Majeure in Section 17).
No Guarantee of Uninterrupted Service: The Service is provided on an “as available” basis. We do not guarantee that the Service will be available at all times, or that it will be error-free or secure. There may be times when the Service is temporarily unavailable. We will attempt to schedule maintenance during off-peak hours when feasible and, when practicable, to provide advance notice of significant maintenance downtime via the Service or email. However, we reserve the right to perform emergency maintenance or take other actions without notice if necessary to protect the integrity of the Service or data.
No Liability for Interruptions: You agree that the Company shall not be liable for any inconvenience, loss of data, or other damages resulting from any interruption, suspension, discontinuation, or lack of availability of the Service, whether intentional or unintentional. This includes, for example, any loss of revenue, loss of opportunity, or reputational harm that might result if the Service is unavailable during a time you wish to use it.
Data Backups: While the Company maintains backups and redundancy for disaster recovery purposes, it is your responsibility to maintain separate backups of your important data (especially data needed for legal record-keeping requirements). In the unlikely event of data loss or corruption, we will endeavor to restore from our last good backup, but we do not guarantee that any specific data can be recovered.
No Refunds for Downtime: As noted in Section 4, downtime or service interruptions will not entitle you to any refund or credit from the Company. The fees paid for the Service reflect that downtime may occur. If you experience technical issues, you may contact our support for assistance, and we will work to resolve problems in a timely manner.
11.1 Ownership of the Service
The Service (including all software, code, databases, user interfaces, website design, and look-and-feel), and all content provided by the Company within the Service (such as logos, graphics, button icons, videos, text, and design templates), are owned by the Company or its licensors and are protected by intellectual property laws. HIKIP LLC and its associated logos and names are trademarks or service marks owned by the Company (the “Company Marks”). All rights, title, and interest in and to the Service, the Company Marks, and all related intellectual property are and will remain the exclusive property of the Company and its licensors.
Except for the limited usage rights expressly granted to you in this Agreement, no license or rights to the Service or any Company intellectual property is granted or implied. You agree not to remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on any portion of the Service.
11.2 Your License to Use the Service
Subject to your compliance with this Agreement and timely payment of any applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of this Agreement solely for your own professional and internal business purposes (in accordance with the intended use of the platform). This license allows you to use the Service (and any Company mobile applications) to manage your practice and serve your Clients, but it does not allow you to resell the Service or exploit it for the benefit of anyone outside your practice or organization without our permission.
You must not do (or attempt to do) any of the following with respect to the Service:
• Unauthorized Access or Use: Allow any person who is not authorized (by this Agreement or by the Company) to use or access the Service. For example, you cannot share your login with someone to let them use the Service if they are not a Team Member or Client authorized under your Account.
• Copy or Derivative Works: Copy, reproduce, distribute, or create derivative works based on any part of the Service or its underlying software, except as explicitly allowed by this Agreement. You may not imitate or replicate the Service’s features to build a competing service.
• Commercial Exploitation: Use the Service to operate a service bureau or otherwise use or exploit the Service for the benefit of any third party not authorized under your Account. You cannot lease, rent, or sublicense the Service to others.
• Modify or Reverse Engineer: Modify, adapt, translate, or reverse engineer any portion of the Service. You must not decompile, disassemble, or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Service, except to the limited extent allowed by applicable law (and then only after providing us written notice).
• Interference: Interfere with or disrupt the integrity or performance of the Service. This includes not engaging in any activity that could overwhelm, damage, or impair the Service (such as a denial-of-service attack, introducing viruses or harmful code, or launching automated scripts or bots that send excessive requests to the servers).
• Circumvention: Circumvent or attempt to circumvent any usage limits, access restrictions, or security measures built into the Service. You must not access (or try to access) any data or features you are not authorized to access, nor test the Service for vulnerabilities in a manner that could compromise its security or integrity.
We reserve the right to terminate or suspend your license to use the Service immediately if you violate any of the above conditions (see Section 18 on termination).
11.3 Mobile Applications and App Stores
If the Company provides mobile applications (for iOS, Android, or other platforms) as part of the Service, then your use of the mobile app is also subject to the usage rules of the platform where you downloaded it (e.g., the Apple App Store or Google Play Store). The Company grants you a license to install and use the mobile app on a compatible device that you own or control, solely to access the Service in accordance with this Agreement. This license is also limited, non-transferable, and non-sublicensable. In addition to the restrictions in Section 11.2 above, you shall not: (i) install or use the mobile app on a device you do not own or control, (ii) distribute the mobile app to third parties, or (iii) use the mobile app in violation of the applicable app store’s terms.
App Store Terms: If you obtained the mobile app through the Apple App Store, the following additional terms apply: You acknowledge that this Agreement is between you and HIKIP LLC , not with Apple Inc. (“Apple”). Apple is not responsible for the app and has no obligation to provide maintenance or support for it. In the event the mobile app fails to conform to any applicable warranty, you may notify Apple, and Apple may refund any purchase price for the app to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the app. Apple is not responsible for addressing any claims by you or any third party relating to the app or your possession or use of the app, including but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; or (iv) intellectual property infringement claims. You agree to comply with all relevant third-party terms of agreement (e.g., Apple’s or Google’s app store terms) when using the app. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement solely with respect to the provisions in this section that relate to the iOS app, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce such provisions against you as a third-party beneficiary.
11.4 Feedback
We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). If you choose to provide Feedback to the Company, you agree that the Company can freely use, modify, and incorporate such Feedback into our products and services without any obligation to you. You hereby grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable license to exploit and use the Feedback in any manner. The Company shall not be required to credit you or compensate you for any Feedback you provide. Do not submit Feedback if you expect to be paid or want to continue to own or claim rights in it; any Feedback you provide is entirely voluntary.
As part of the Service, the Company may provide access to libraries of sample content, such as form templates, sample documents, worksheets, or other materials to assist you in your practice (for example, sample intake forms, progress note templates, or insurance claim templates). All such templates and sample content (the “Content”) are provided for example and convenience only.
You are solely responsible for any use you make of the Content. The Company and any third-party creators of the Content (for example, licensors who provided therapy note templates) are not providing professional advice through this Content. You must review and, if necessary, customize any template or sample to ensure it is accurate, appropriate, and compliant with the requirements of your specific situation, jurisdiction, or profession. For instance, if you use a sample counseling note template, you must ensure it meets the documentation standards and legal requirements applicable to your practice.
No Warranty on Content: All sample Content is provided “as is” without any warranty of any kind. We make no guarantee that the Content is up-to-date, complete, legally sufficient, or appropriate for your particular use. It is your responsibility to verify whether use of any provided template or text is suitable and to obtain professional or legal advice where necessary. The Company disclaims all liability arising from your use of any sample Content.
License for Use of Content: The Company grants you a limited, non-exclusive license to use and modify the provided Content for your own practice’s use in conjunction with the Service. Restrictions: You may not resell, republish, sublicense, or make the Content available to third parties outside of your practice. You may not claim authorship or ownership of the Content provided by the Company or remove any copyright or attribution notices if included with such Content. The Content is intended only for your internal use while you are a subscriber to the Service.
In summary, any templates or sample documents are tools to assist you, but they do not replace your professional judgment or the need for independent advice. Always ensure that any document or communication you produce for your practice is appropriate and lawful.
One of the core features of the Service is the ability to conduct telehealth sessions – remote consultations with Clients/Patients via video conferencing, audio calls, and secure media. The following additional terms apply to your use of the Service’s Telehealth features:
13.1 Nature of Telehealth Service
The Company provides a technology platform that enables you to connect with your Clients/Patients remotely. HIKIP LLC is not a healthcare provider and does not provide medical, psychiatric, or other professional healthcare services. The Telehealth functionality is a tool you can use to facilitate your own provision of care or consultation to your Clients. The Company’s role is limited to providing and maintaining the software infrastructure (video/audio connectivity, scheduling, etc.) for your convenience.
Emergency Services: The Telehealth Service is not intended for emergency or urgent situations. Neither the Company nor the Telehealth platform can contact emergency services on your behalf. You must inform your Clients (and any other participants in a telehealth session) that in an emergency they should call emergency services (e.g., 911) or seek immediate in-person care, not rely on the telehealth platform. You should have protocols in place for handling emergencies that occur during a telehealth session (for instance, obtaining the patient’s physical location at the start of a session, having emergency contact numbers, etc.).
13.2 Your Responsibilities for Telehealth
Before using the Telehealth features with any Client/Patient, you are responsible for:
• Client Consent for Telehealth: Obtaining each patient’s written informed consent (or equivalent, as required by your jurisdiction) for telehealth services. This consent should, at minimum, inform the patient of the nature and limitations of telehealth, advise them of alternative options (like in-person care), and include the emergency guidance noted above. It should also acknowledge any relevant privacy considerations (for example, discussing if sessions are recorded or not, ensuring they are in a private area, etc.). It is solely your obligation to ensure such consent is obtained and documented.
• Licensure and Scope of Practice: Ensuring that you (and any Team Member providing services via Telehealth) are properly licensed or authorized to provide telehealth services both in the jurisdiction where you are located and where the Client is located, if those are different. Telehealth laws and regulations vary; it is your duty to comply with all laws governing your practice of telehealth (for example, some regions require special telemedicine certifications or have restrictions on cross-border practice). The Company does not verify or guarantee that you are eligible to practice telehealth in any jurisdiction – this is your responsibility.
• Equipment and Environment: Making sure that you have the necessary hardware, software, and internet connectivity to use the Telehealth service effectively. This also includes using the Service in an appropriate environment – for example, a private setting to maintain confidentiality during sessions.
• Use Within Scope: Using the Telehealth service only for purposes that are appropriate for remote consultation. You acknowledge that certain conditions or services may not be suitable for telehealth and may require in-person examination or intervention. You are solely responsible for determining the appropriateness of telehealth on a case-by-case basis for your Clients.
During each telehealth session, you are responsible for all care delivered. Specifically:
• Standard of Care: You must deliver care via telehealth with the same standard as you would in person, accounting for the limitations of the medium. All diagnoses, recommendations, or treatments are your own – the Company has no role in evaluating or influencing patient care.
• Access to Information: Do not assume that the telehealth platform will automatically provide you or your patient with all relevant health information. Ensure you have obtained any necessary medical history or records separately if needed. Likewise, instruct your patients that they should not rely on the telehealth platform as a comprehensive repository of their medical information. (For example, if a patient entered some information in an intake form on the platform, they should still communicate any critical information to you, and you should review it thoroughly.)
• No Clinical Monitoring by Company: The Company does not monitor the content of telehealth sessions. We do not listen to, record, or retain the audio/video of your sessions (except possibly temporarily buffering data to transmit the call, or if you choose to record sessions using a provided feature, in which case it is done at your direction). As such, the Company cannot intervene or provide any assistance in real-time during a crisis — that is entirely under your management as the provider.
• Technology Backup: You are encouraged to have a contingency plan with your patient in case a session is disrupted due to technical issues (e.g., agree ahead of time to reconnect by phone if video fails). The Company is not liable for any delay or impact on patient care due to technology issues (see Section 10 on Service Availability).
You acknowledge and agree that HIKIP LLC is only providing the platform and does not provide any medical or healthcare services. You (and your Team Members) are solely responsible for any medical advice, diagnosis, treatment, or other services delivered in a telehealth session. The Company makes no representations or warranties about the suitability of telehealth for your needs, and disclaims all liability for the outcomes of any healthcare services you provide.
13.3 Required Telehealth Disclosures to Clients
When using the Telehealth Service, you should communicate certain important information to all participants. We recommend that your telehealth informed consent or initial communication to patients using telehealth include at least the following points:
• Not for Emergencies: “The telehealth service is NOT an emergency service. In the event of an emergency, you should dial emergency services (911 in the US, or your local emergency number) or seek immediate in-person assistance.”
• No Medical Advice from Platform: “While you may be in a remote session with me (the provider) through this platform, HIKIP LLC (the platform provider) does not give medical or healthcare advice or services. The platform is a tool for communication. Any healthcare or advice during this session is provided solely by me as your provider, not by the platform itself.”
• Provider Responsibility: “I, as your healthcare provider, am solely responsible for the care and advice provided in this telehealth session. HIKIP LLC is not responsible for any decisions or outcomes regarding your treatment.”
• Information Limitations: “The telehealth platform might not display all of your health information I have on file, and information in the system might not always be up-to-date. Please make sure to inform me of any relevant information, and do not assume I have instant access to all your medical history or details during a telehealth session.”
• Technology Limits: “There are potential risks to using telehealth technology, including interruptions, unauthorized access, and technical difficulties. If we get disconnected, please attempt to reconnect or follow the agreed backup plan.”
(These are suggested disclosures; you should adjust them based on legal requirements in your jurisdiction and the nature of your practice.)
13.4 Telehealth Acceptable Use
When using the Telehealth features, you must adhere to all the Acceptable Use requirements set forth in Section 14 below. In particular, you agree that you will not use the telehealth service to harass or harm anyone, or to engage in any unlawful or inappropriate behavior. Examples of strictly prohibited conduct during telehealth sessions include (but are not limited to): engaging in abusive or hate speech, showing pornographic or obscene material unrelated to legitimate therapeutic purposes, threatening or stalking behavior, or any activity that violates professional conduct standards.
You may only share content or data via telehealth that you have the right to share and that complies with privacy laws. For instance, you should not disclose one patient’s PHI to another patient during a group session unless proper consents are in place. Likewise, any participant in a session (including a patient) should be advised not to record or share the session without permission, as that could violate privacy laws or this Agreement.
The Company reserves the right (though has no obligation) to monitor public-facing aspects of the Service or investigate any reported misuse of the Telehealth Service. If we become aware of violations of law or this Agreement in telehealth sessions (for example, if a participant reports abusive conduct), we may take action including warning the Account Owner, suspending the Account, or terminating the Account for cause (see Section 18). However, we generally do not have access to the content of telehealth sessions unless provided by a participant, and we do not routinely monitor them.
13.5 Limitations on Telehealth Participants
The Telehealth feature is designed and optimized for sessions with a limited number of participants. Unless otherwise specified by the Company for a particular plan or feature:
• Telehealth video sessions support up to two (2) Client/Patient participants concurrently, in addition to the provider (Account Owner or Team Member hosting the session). This typically allows one-on-one sessions or a two-client group session (such as a couples therapy session) plus the provider.
• The platform is not designed to host group therapy or meetings with more than two client participants at the same time. Attempting to add more than the supported number of participants may result in degraded call quality, disconnection, or automatic termination of the session. The Company reserves the right to limit, suspend, or terminate any telehealth session that exceeds supported participant numbers or otherwise violates these Terms.
• If you require group telehealth capabilities beyond what is supported, please contact the Company to discuss whether such features are available in a separate plan or via an authorized integration.
We may from time to time update the participant limits or offer expanded telehealth capacity as a separate feature. Any increase in participants without explicit platform support is considered an “unsupported” use of the product, and as such, the Company makes no guarantees that it will function. Additionally, if an unauthorized high-participant session causes strain on the system or network issues, we may remove or terminate the session to protect overall Service performance for all users.
You agree to use the Service only for lawful purposes and in compliance with this Agreement and all applicable laws and regulations. You and your Team Members must NOT engage in any of the following prohibited activities:
• Harassment or Harm: You may not use the Service to harass, threaten, harm, or stalk anyone, or to promote or encourage violence or discrimination against any person or group. This includes harassment of your Clients, other users, or Company staff. Any content that is defamatory, abusive, vulgar, hateful, or otherwise objectionable is prohibited.
• Unlawful Activities: You must not use the Service for any illegal or unauthorized purpose. You agree not to, for example, use the Service in a manner that would violate any local, state, national, or international law (including but not limited to data privacy laws, export control laws, or healthcare regulations). You also agree not to engage in or promote any activity that would constitute a criminal offense or give rise to civil liability.
• Violations of Privacy or Confidentiality: You may not upload, store, transmit, or share any content that violates the privacy or publicity rights of others. For example, do not upload personal information about someone (including a Client or colleague) without their consent. In the context of your practice, this means you should have permission to use and share any Client data on the Service (as covered in Section 7). You also must not misuse any information you obtain through the Service about any person.
• Objectionable Content: You will not upload or share content through the Service that is unlawful, obscene, pornographic, indecent, lewd, excessively violent, or otherwise objectionable unrelated to a legitimate professional purpose. (Content that might be considered sensitive or graphic could be permissible if it is directly relevant to a healthcare service you’re providing—use judgment and comply with professional standards. But any content that is gratuitous or not part of legitimate use is forbidden.)
• Intellectual Property Infringement: You must not use the Service to upload, store, or transmit any content that infringes the intellectual property rights of the Company or any third party. This includes unauthorized use of copyrighted materials, trademarks, trade secrets, or proprietary information belonging to someone else. For example, do not upload forms or documents created by someone else unless you have the right to use them, and do not share software or media files illegally. If you publish any content on a public-facing feature (like a professional website or community forum, if provided), you are responsible for ensuring you own that content or have permission to post it.
• Malicious or Technologically Harmful Acts: You may not introduce viruses, malware, or any other harmful code into the Service, or use the Service in a way that could damage, disable, or impair the Service or interfere with any other party’s use of the Service. This means no hacking, no phishing, no spamming, and no engaging in any form of network abuse. You must not attempt to gain unauthorized access to any systems, passwords, or data of other users or the Company.
• Circumvention and Unauthorized Monitoring: You must not circumvent any technical measures the Company has put in place to protect the Service or restrict access (e.g., you should not try to disable encryption, or access areas of the Service not open to you). Also, you agree not to use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission. You will not run any form of auto-responder or spam on the Service, nor harvest or collect information about other users without their and our consent.
• Improper Communications: You may not use the Service’s communication tools (such as secure messaging or email reminders) to send spam or unsolicited bulk communications. Any communications sent through the Service should be for legitimate business or patient-care purposes. For example, sending marketing emails to people through the system should only be done in compliance with anti-spam laws and with proper consent. The Service should not be used to send unlawful solicitations or advertisements.
User Data Compliance: You and your Team Members may only upload or share User Data (including text, images, videos, etc.) that you have the rights and permissions to use. If a Client provides you data and you upload it, you are confirming you have the right to do so (through consent as per Section 7). If you upload any content (such as a document template or a resource) that content must either be your own original work or you must have obtained the necessary rights from the owner to use it on our Service.
The Company does not routinely monitor User Data that you store in private areas of the Service, and we are under no obligation to pre-screen or censor any content. However, the Company reserves the right to review, remove, or disable access to any User Data or content that we believe, in our sole discretion, violates this Agreement or applicable law, or that poses a risk to the Service, other users, or any third party. This action may be taken with or without notice to you. The Company also may cooperate with law enforcement or third parties in investigating any alleged prohibited behavior.
Consequences of Violation: Violating this Acceptable Use section is considered a material breach of the Agreement and can lead to immediate suspension or termination of your Account (see Section 18). You may also be exposed to legal liability for such violations. You agree to indemnify and hold the Company harmless from any claims, damages, or losses resulting from any content you provide or your activities that breach this Section (see Section 18 on Indemnification).
By using the Service, you also consent to the Company’s processing and storage of your information in the United States and other locations as needed to provide the Service. You acknowledge that your data (including personal data and PHI) will be transferred to and stored on servers in the United States (and possibly other countries where our cloud providers operate). These countries may not have the same data protection laws as your home jurisdiction. While we commit to protecting your data as described in Sections 6 and 7, we cannot guarantee that other jurisdictions’ laws will afford the same rights or remedies as your local law might. If you are not comfortable with this cross-border data usage, do not use the Service. By continuing, you represent that you have any necessary consents to such cross-border transfer on behalf of the individuals whose data you input (for instance, your Clients have consented to their data being stored in the U.S., if required by law).
While HIKIP LLC ’s Service is accessible globally, it is fundamentally a U.S.-based service. Our infrastructure, primary data storage, and legal orientation are based in the United States. We make no representation or warranty that the Service is appropriate or available for use in locations outside the United States, or that the Service complies with all foreign laws. If you choose to access or use the Service from outside the U.S., you do so on your own initiative and you are solely responsible for compliance with local laws.
Compliance with Local Laws: If you are using the Service in a country outside the U.S., you must abide by all laws in that country that apply to your use of the Service and your practice. This includes, but is not limited to, laws related to data privacy, medical records, health services, consumer protection, and export/import regulations for software encryption or personal data. The Company is not responsible for informing you of the laws that may apply to you – you must determine what is required to remain compliant. For example, if you are in a jurisdiction that requires data to be stored locally or prohibits storing certain data abroad, it is your responsibility to refrain from using the Service in ways that would violate those rules.
Data Export Laws: The software that underlies the Service may be subject to United States export controls (and similar import/export controls in other jurisdictions). You may not use or export the Service in violation of U.S. export laws or regulations. For example, you represent that you are not located in a country subject to a U.S. government embargo and that you are not on any U.S. government list of prohibited or restricted parties. If you access the Service from locations outside the U.S., you are also responsible for complying with any local laws regarding permissible use of software and data.
Limited Availability: Certain features of the Service might not be available or fully functional in all countries. We reserve the right to limit access to the Service in certain countries or to certain users if providing the Service would violate applicable law or pose unacceptable risks to the Company.
No International Warranty: As further detailed in the Disclaimer of Warranties (Section 16), we disclaim any warranty that the Service is suitable for use outside the U.S. or complies with laws outside the U.S. Those who access the Service from outside the U.S. do so at their own risk and are responsible for any legal consequences. The Company’s obligations under this Agreement remain governed by U.S. law (and Delaware law in particular, as stated in Section 20), which may not provide the same protections as the laws of your country.
If you are a consumer (an individual using the Service for personal, non-business purposes) in a jurisdiction that provides you certain rights or protections that cannot be waived by contract, then some of the provisions of this Agreement, such as certain disclaimers or the arbitration clause, may not apply to you. However, because this Service is intended for use by professionals (business-to-business use), such consumer laws may not be applicable. It is your responsibility to understand your rights and obligations under your local law.
In summary, if you are using HIKIP LLC outside the United States, do so only if it is legally allowed and appropriate for you. The Company’s support for international users will be limited to what is permissible under U.S. law and this Agreement.
THE SERVICE (INCLUDING ALL SOFTWARE, FEATURES, AND CONTENT PROVIDED THROUGH IT) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND YOUR USE OF IT. THIS INCLUDES, BUT IS NOT LIMITED TO:
• IMPLIED WARRANTIES: ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT are disclaimed. We do not warrant that the Service will meet your specific requirements or that it is suitable for your intended use.
• CONTINUOUS OR ERROR-FREE OPERATION: We make no warranty that the Service will be uninterrupted, timely, secure, or error-free. We do not guarantee that any defects or errors will be corrected. While we strive for high availability and accuracy, we cannot promise that the Service will always be available or free of bugs.
• DATA SECURITY: While we implement security measures (as described in Sections 6 and 7), we do not warrant that the Service is invulnerable to all security breaches or that User Data will remain private or secure at all times. You acknowledge that information transmitted via the Service may be accessed or intercepted by unauthorized parties despite our efforts.
• ACCURACY OF CONTENT: Any information, reports, or analytics provided through the Service are provided for convenience and should not be considered official records or professional advice from the Company. We make no warranties regarding the accuracy, completeness, or reliability of any information or content obtained through the Service. For example, scheduling reminders, billing calculations, or template content might contain errors, and you should verify critical information independently.
• THIRD-PARTY SERVICES: We offer no warranty or guarantee for Third-Party Services integrated with or referred through the Service. The Company is not responsible for any acts, errors, or omissions of third-party providers (like payment processors or video providers), and your use of them is at your own risk.
• RESULTS AND OUTCOMES: The Company does not warrant that using the Service will result in any particular outcomes for your practice or clients. For instance, we do not guarantee that using the Service will ensure you comply with all laws (compliance remains your responsibility) or that it will improve your practice’s efficiency or profitability. Any promotional statements regarding potential benefits are intended to be illustrative and not guarantees.
• NO PROFESSIONAL ADVICE: The Company is not giving you medical, legal, tax, accounting, or any other professional advice through the Service. Any informational content (like blog articles, help center guides, or template forms) is general in nature. You should consult appropriate professionals for advice specific to your situation. The Service is a tool; how you use it and any decisions you make (medical or otherwise) are solely your responsibility.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES. To the extent that such a law applies to you, some of the above disclaimers may not apply to you, and you may have certain legal rights that vary by jurisdiction. However, in such case, our liability for breach of any implied warranty that cannot be disclaimed is limited (to the extent allowed by law) as set forth in Section 17 (Limitation of Liability).
To the maximum extent permitted by applicable law, in no event shall the Company, its parent company, affiliates, officers, directors, employees, agents, partners, suppliers, or licensors be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, arising out of or related to this Agreement or your use of (or inability to use) the Service. This exclusion of damages includes, without limitation: damages for lost profits, lost revenue, lost or corrupted data, business interruption, cover or substitute service procurement costs, loss of goodwill, or other intangible losses, even if we have been advised of the possibility of such damages.
In addition, and to the extent permitted by law, the total cumulative liability of the Company and its affiliates, officers, employees, and agents, for any claims arising out of or relating to this Agreement or the Service, regardless of the form of the action (whether in contract, tort, negligence, strict liability, or otherwise), shall be limited to the greater of: (a) USD $150 (One Hundred Fifty U.S. Dollars), or (b) the total amount of fees you paid to the Company for the Service in the three (3) months immediately preceding the event giving rise to the liability. This limitation applies in aggregate to all of your claims, meaning it is a cap on the total combined liability of the Company for all claims you bring under or relating to this Agreement.
The limitations of liability set forth above are fundamental elements of the basis of the bargain between you and the Company. You acknowledge that the Company has set its fees and entered into this Agreement in reliance on the disclaimers and limitations of liability and that these form an essential basis of the deal.
Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain damages. For example, certain laws may not allow limitation of liability for death or personal injury caused by negligence, or for gross negligence or willful misconduct. Nothing in this Agreement shall limit or exclude liability that cannot be limited or excluded by law (such as liability for our own intentional misconduct). However, in any case, our liability will be limited and excluded to the fullest extent permitted by law.
If you are dissatisfied with the Service or any of these terms, or if you believe the Company has breached this Agreement, your sole and exclusive remedy is to discontinue using the Service and, if applicable, terminate your subscription. This limitation of remedies is a part of the bargain between you and us.
You agree to defend, indemnify, and hold harmless the Company, its parent, affiliates, and their respective directors, officers, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, actions, suits, investigations, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) that arise out of or relate to any third-party claims or demands made due to or arising out of:
• Your Use of the Service: Any use of the Service by you or your Team Members that is in violation of this Agreement or in violation of law. For example, if you use the Service to violate someone’s rights or break a law and a third party sues the Company as a result, you must indemnify us.
• User Data or Content: Any User Data or content you (or your Team Members or Clients) input, upload, or share through the Service, including any allegations that such data or content infringes the intellectual property rights, privacy rights, or other rights of a third party, or that it is defamatory or has caused harm to a third party.
• Your Services and Business: Your professional services or operations, including the treatment or advice you provide (or fail to provide) to any Client/Patient, or any billing or financial transactions between you and Clients. For instance, if a Client alleges malpractice, or a payer alleges fraudulent billing, and the Company is brought into the claim due to providing the platform, you will cover the Company’s costs.
• Breach of Agreement: Any breach by you (or anyone using your account) of any term of this Agreement. This includes breaches of the representations and warranties you have made, breaches of privacy or data protection obligations, or any other non-compliance with your responsibilities as outlined in these Terms.
• Your Connections to Third Parties: Any dispute between you and a third party (such as a payment processor, insurance company, Client, or other service provider) that arises from your use of the Service. If, for example, a third-party service provider or referral partner you engage via our platform causes a claim against the Company (perhaps due to your actions or instructions), you will indemnify the Indemnified Parties.
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with our defense of the claim. You may not settle any claim that involves any Indemnified Party or admit any fault or liability on the part of an Indemnified Party without the Company’s prior written consent. We will not unreasonably withhold or delay such consent, but we may withhold consent if a proposed settlement imposes any obligation on the Company (other than the payment of money which you agree to pay in full) or does not include a full release of the Indemnified Parties from all liability.
Your indemnification obligations shall survive any termination or expiration of this Agreement. This means even after you stop using the Service or your account is closed, you will still be responsible for indemnifying us for claims relating to your use during the time you did use the Service.
You and the Company are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You have no authority to make or accept any offers or representations on behalf of the Company, and you must not act or represent yourself as our agent. Similarly, the Company is not your agent or representative and does not hold itself out as such. You are solely responsible for your own business operations, employees, and services to your Clients.
You acknowledge that the Company is simply providing a software platform and is not engaging in the practice of medicine or other professions in partnership with you. The Company does not direct or control your professional judgment or the manner in which you deliver services to Clients. There is no fiduciary relationship or confidential relationship (beyond the standard provider-vendor relationship governed by privacy laws and any applicable business associate agreements) between you and the Company by virtue of this Agreement.
No Third-Party Beneficiaries: Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement. This Agreement is for the benefit of you and the Company (and permitted successors and assigns). It is not intended to benefit any other person or entity. For example, your Clients/Patients do not become third-party beneficiaries of this Agreement, and they cannot enforce any terms of this Agreement against the Company. (Clients may have separate agreements or rights with you or possibly separate terms of use if they use a client portal, but that is outside this Terms of Service.)
The only exceptions to the “no third-party beneficiaries” provision are: (a) certain third parties in the context of the Mobile Application usage (such as Apple or Google with respect to their rights in Section 11.3) are intended beneficiaries of those specific clauses, and (b) the indemnified parties listed in Section 18 can enforce the indemnification rights. Outside of such explicit exceptions, no other person or entity who is not a party to this Agreement has any right to enforce any term of this Agreement.
20.1 Governing Law
This Agreement, and any dispute arising out of or related to this Agreement or the Service, shall be governed in all respects by the laws of the State of Delaware, USA, without regard to its conflict of law principles. However, the Federal Arbitration Act, 9 U.S.C. §1 et seq. (“FAA”), will govern the interpretation and enforcement of the arbitration provisions in Section 20.2 (if you and the Company proceed with arbitration). We expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to this Agreement; the CISG does not apply.
If you are accessing the Service from outside the United States, you understand and agree that U.S. law (and specifically Delaware law) will govern, to the extent permitted by applicable local law. We recognize that certain consumer protection laws in your country of residence (if you are using the Service as an individual consumer, although our Service is intended for professional use) may require that some disputes be resolved under the laws of your country and in your local courts. This Section 20.1 is not intended to override any such non-waivable protections, but to the extent permitted, Delaware law will apply.
20.2 Arbitration and Class Action Waiver
Please read this section carefully. It requires arbitration of most disputes and limits the manner in which you can seek relief from the Company.
• Arbitration Agreement: With only the exceptions noted below, you and the Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Service or relationship between us (a “Dispute”) shall be resolved exclusively by binding arbitration. This includes claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. By agreeing to arbitrate, you and the Company are waiving the right to a court trial (including a jury trial) and to participate in any class action or representative proceeding.
• Exceptions to Arbitration: Either party may choose to pursue resolution of a Dispute in court instead of arbitration in the following circumstances: (a) if the Dispute qualifies for resolution in a small claims court of competent jurisdiction (generally, disputes below a certain monetary threshold, which varies by jurisdiction, currently typically up to a few thousand dollars); or (b) for either party’s claims of injunctive relief or other equitable relief to protect intellectual property rights or confidential information (for example, you can seek to enforce your data rights, or we can seek to enforce our IP rights, in court). Additionally, the Company retains the right to petition a court to obtain an order for collection of past due fees.
• Arbitration Procedures: Arbitration shall be administered by a reputable arbitration organization, such as the American Arbitration Association (AAA), under its Commercial Arbitration Rules (if you are using the Service for business purposes) or Consumer Arbitration Rules (if deemed a consumer) in effect at the time the arbitration is initiated, except as modified by this Agreement. If the AAA is not available and the parties cannot agree on an alternative, a court may appoint an arbitrator pursuant to 9 U.S.C. §5. The arbitration shall be conducted in English. Venue for the arbitration will be in Delaware, USA (unless you and the Company agree to another location, or unless the arbitrator determines a different location is necessary to ensure a fundamentally fair hearing). For users outside the U.S., the arbitrator may allow remote participation (e.g., video or telephonic hearings) to reduce travel burdens.
• Arbitrator’s Authority: The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement (including any claim that all or part of this arbitration agreement is void or voidable). The arbitrator will decide the rights and liabilities, if any, of you and the Company. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator can award individual damages and relief just as a court could (including injunctive relief or declaratory relief in favor of the individual claimant), but only to the extent necessary to resolve your individual claim. The arbitrator’s award is binding and final, except for a limited right of appeal under the FAA. Judgment on the award may be entered in any court of competent jurisdiction.
• Class Action Waiver: You and the Company agree that any arbitration (or, if arbitration is not enforced, any litigation) will be conducted only on an individual basis and not in a class, consolidated, collective, or representative action. You and the Company each waive any right to a jury trial and to have any Dispute be heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this class action waiver is found to be unenforceable with respect to a particular claim, then that claim (and only that claim) will be severed and resolved in court, and the remaining claims will be resolved in arbitration.
• Opt-Out Right: If you do not wish to be bound by the arbitration and class-waiver provisions in this Section, you must notify the Company in writing within 30 days of first accepting this Agreement (unless a longer period is required by applicable law). Your written notice must be mailed to HIKIP LLC at the contact address provided in Section 25 (Notices) and must include: (1) your name, (2) your account email (if you have one), (3) your address, and (4) a clear statement that you do not agree to this arbitration agreement. If you opt out, or for any Dispute in which the arbitration agreement is found not to apply, you and the Company agree to the exclusive jurisdiction of the state or federal courts located in the State of Delaware, USA to resolve that Dispute.
• Fees and Costs: Payment of all filing, administration, and arbitrator fees will be governed by the arbitration rules (for instance, AAA rules). The Company will reimburse your arbitration filing fee if your claim is for $10,000 or less, unless the arbitrator determines your claims are frivolous or filed in bad faith. The Company will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines your claims are frivolous or brought for an improper purpose (under the standard of Federal Rule of Civil Procedure 11).
• Confidentiality: The arbitration proceedings and any award shall be confidential, except to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, or except as required by law or judicial decision.
IMPORTANT: By agreeing to arbitration, you are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. This arbitration provision will survive termination of this Agreement.
You may not assign or transfer this Agreement or your rights or obligations under it, whether by operation of law or otherwise, without the Company’s prior written consent. Any attempted assignment or transfer in violation of this section is null and void and of no legal effect. This means you cannot sell your account or delegation of this contract to someone else without our permission. (If you are an individual practitioner and you merge your practice or sell it, please contact us — we may work with you to transfer the account under certain conditions, but our written consent is required.)
The Company may freely assign or transfer this Agreement (in whole or in part) without restriction and without notice to you. For example, we may assign our rights and obligations to an affiliate, or to a successor entity in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets related to the Service. We may also subcontract performance of certain aspects of the Service, but in such cases the Company will remain responsible for the performance of its obligations under this Agreement.
Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. If another company assumes this Agreement from us, we will ensure that your rights under this Agreement are not diminished without your consent (except as allowed in Section 24 regarding modifications of terms).
If you are a “Covered Entity” or a “Business Associate” as defined under the U.S. Health Insurance Portability and Accountability Act (HIPAA) and will be using the Service to store or transmit Protected Health Information, the Company is willing to act as your “Business Associate” under HIPAA. The Company has a standard Business Associate Agreement (BAA) that addresses each party’s obligations under HIPAA. The terms of the Company’s BAA are incorporated into this Agreement by reference. You can obtain a copy of the BAA via our website or by contacting us.
By using the Service to transmit or store PHI, you agree to the terms of the BAA (if applicable to you) and both you and the Company agree to be bound by its terms. In the event of any conflict between this Terms of Service and the BAA with respect to the handling of PHI, the BAA shall control. The BAA will, among other things, restrict how the Company may use and disclose PHI, require certain safeguards for PHI, and ensure appropriate breach notification procedures are in place.
If you do not believe you are a Covered Entity or Business Associate under HIPAA, then this section may not apply to you, and the Company will not be acting as a Business Associate for you. However, you are responsible for determining your own status and compliance needs. If HIPAA does apply to your use of the Service and you have not executed (or are not deemed to have executed) a BAA with us, you must notify us immediately and refrain from using the Service for PHI until a BAA is in place, or else discontinue use of the Service.
Nothing in this Agreement or the BAA is meant to imply that the Company is furnishing you any legal advice on HIPAA compliance or that simply signing a BAA ensures compliance. You must use the Service in a HIPAA-compliant manner and the Company will provide the service in a manner that enables you to meet your HIPAA obligations, pursuant to the BAA and this Agreement.
The Company’s relationship is with the Account Owner (and any authorized Team Members). We recognize that in the field of health and wellness, continuity of care and record-keeping are important in the event an Account Owner is no longer able to practice (due to death or incapacity, for example). However, the Company cannot automatically transfer Account ownership or grant access to User Data to a third party without proper authorization due to privacy and legal constraints.
Account Owner’s Responsibility: You are responsible for planning how your Client/Patient records and User Data will be handled in the event that you are unable to continue managing your Account (e.g., in the case of your disability, incapacity, or death). We strongly recommend that Account Owners:
• Make appropriate arrangements in advance, such as appointing a professional executor, colleague, or custodian who can assume control of or export the records if needed, in compliance with applicable laws and ethical obligations.
• Document instructions for transferring or disclosing User Data in such events, and share those instructions with a trusted individual or include them in a legal document (like a will, practice succession plan, or power of attorney). These instructions should clarify who should contact the Company and what should be done with the data (e.g., transfer to another provider, provide export for clients, or delete, etc.)
Requesting Access or Transfer: In the unfortunate event of an Account Owner’s death or verified incapacity, an authorized representative of the Account Owner (such as a legally appointed executor of the estate or someone with legal authority like a power of attorney or guardian) should contact the Company. The Company will require proof of authority (for example, a death certificate and proof of executorship or appropriate court order, or valid power of attorney documents) and proof of identity of the requestor. The Company will then work with the authorized person to facilitate appropriate access to or transfer of User Data. This might include exporting data for local storage or transferring the Account to another qualified professional who will take over the practice, provided that doing so is consistent with applicable law (including privacy laws like HIPAA) and ethical requirements.
Legal Requirements: The Company will not grant access to User Data to any person who has not been properly authorized. If there are legal disputes (for example, competing claims to records or lack of clarity in instructions), the Company may require a court order before releasing data. The Company will act in accordance with its legal obligations, including those under HIPAA (which generally requires that a Covered Entity have policies for safeguarding PHI even after a practitioner’s death and transfer to a new provider, etc.).
No Automatic Transfer: Absent explicit arrangements or legal mandate, the Company will maintain the data as per Section 7.4 and eventually delete it after the retention period. For example, if an Account simply stops being accessed and we later learn the Account Owner died, and no authorized party contacts us within the retention period, the data may be purged. Thus, planning and communication on your part are crucial.
By planning ahead and informing colleagues or representatives, you can help ensure your Clients/Patients continue to have access to their records and care as needed, even if you are not there to manage your Account.
24.1 Modification of Terms:
The Company may revise or update this Terms of Service agreement from time to time. If we make a material change to the terms, we will provide you with reasonable notice of such change, for example by sending an email to the address associated with your Account or by posting a notice within the Service. Any changes will become effective on the date specified in the notice, but no sooner than 30 days after notice (unless the changes relate to new features or for legal reasons, which might require immediate effect). If you do not agree to the revised terms, you must stop using the Service before the effective date of the changes. Continued use of the Service after the effective date will constitute your acceptance of the changes.
You acknowledge that it is your responsibility to keep your contact information (especially your email) current and to review any new Terms of Service made available to you. The Company is not responsible if you fail to receive notice of a change because of outdated contact info or spam filtering. We encourage you to review this Agreement periodically.
24.2 Entire Agreement: This Agreement, together with any documents expressly incorporated by reference (such as the Privacy Policy, the Business Associate Agreement, and any other policies or addenda provided by the Company and agreed by you), constitutes the entire agreement between you and the Company regarding the Service. It supersedes all prior and contemporaneous understandings, agreements, representations, or warranties, both written and oral, regarding the Service. Any additional or different terms you propose (for example, in a purchase order or in correspondence) are hereby objected to and will not bind the Company unless explicitly agreed in writing by an authorized representative of the Company.
24.3 No Waiver: No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, power, or remedy. A waiver of one provision shall not be deemed to be a waiver of any other provision or a subsequent breach of the same provision. To be effective, any waiver must be in writing and signed by the party granting the waiver.
For example, if you violate a term of this Agreement and the Company does not immediately take action, we are not giving up (waiving) our right to enforce that term or any other term in the future. Likewise, if the Company grants an exception to you (such as giving an extension to cure a payment default), that does not obligate us to grant the same exception to you again or to anyone else.
24.4 Severability: This Agreement is intended to be enforceable to the fullest extent permitted by law. If any provision (or part of a provision) of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, then that provision or part-provision shall be deemed severed from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the original intent of the parties (to the extent possible).
In other words, if one part of the Agreement is stricken down, the rest remains effective. For example, if the class action waiver in Section 20 is ruled unenforceable for a particular claim, that part will be severed for that claim, but the rest of the arbitration agreement and terms will still apply.
24.5 Interpretation: Section headings in this Agreement are for convenience only and do not have legal effect. In case of ambiguity or questions of intent or interpretation, this Agreement will not be presumptively construed for or against any party (both parties have had the opportunity to review and negotiate it). Terms defined in the singular have the corresponding plural meaning and vice versa.
25. Notices and Electronic Communications
25.1 Notices from Company to You: The Company may provide notices or communications to you in the following ways: (a) by email to the primary email address associated with your Account; (b) by posting the notice within the Service (for example, on your account dashboard or a notification center in the application); (c) by mail or courier to the address you have provided, if any; or (d) by other electronic means (such as SMS or in-app messages) if you have consented to such methods.
Notices related to billing or changes in terms will typically be sent via email or posted in the Service. It is your responsibility to ensure that your contact information is accurate and up to date. You agree that any such notices that we send electronically satisfy any legal communication requirements, including that such communications be in writing.
The date of receipt of an electronic notice is the date when it is transmitted by the Company, regardless of when you actually receive or read it. For mailed notices, the date of receipt is 5 business days after mailing (for domestic U.S. post) or as indicated by delivery confirmation.
25.2 Notices from You to Company: Unless otherwise specified in this Agreement (or required by law), you must send notices to the Company regarding this Agreement by mail or courier service to the Company’s registered business address or principal place of business. The current address for legal notices is:
HIKIP LLC– Legal Department
1111B S Governors Ave STE 23125
Dover, DE 19904
USA
(Attn: Legal Notices)
We may update this address with notice to you or by updating this Agreement. Alternatively, we may provide an email address for certain types of notices (for example, [legal@company.com] for legal notices). If we specify an email for notices, you may use that, but if you do, your notice will be deemed given only upon our confirmation of receipt (an automatic reply is not a confirmation of receipt).
Notices concerning disputes or arbitration opt-outs should be sent specifically to the attention of the Legal Department as outlined above, and must be actually received to be effective.
25.3 Electronic Communication Consent: The Service will also send you routine information as part of its operation – for example, appointment reminders, notifications of messages, updates about new features, or newsletters and educational content (if you opt-in to those). By using the Service, you consent to receiving electronic communications from us and through the Service. You may manage some communication preferences through your Account settings (for example, opting out of non-essential newsletters or marketing emails), but you may not opt out of communications related to important service announcements or legally required information (like notices of changes to terms or privacy policy, security alerts, or billing communications).
If you provide us with a phone number, you consent to receive calls or SMS texts at that number for Service-related purposes (for instance, multi-factor authentication codes or urgent service updates), though we will primarily use email and in-app notifications.
We will use reasonable efforts to honor any preferences you express regarding communications (for instance, format or language), but the primary language of our communications will be English, and it is your responsibility to translate or otherwise comprehend them if you are not fluent.
The Company respects intellectual property rights and expects users of the Service to do the same. Although the Service is not a public forum for content distribution (it’s a private practice management platform), if you believe that any content accessible on the Service (for example, content on a professional website template provided by a user, or any other materials) infringes your copyright, you may submit a notification to our designated copyright agent under the Digital Millennium Copyright Act (DMCA) or similar laws.
DMCA Takedown Notices: To be effective, the copyright infringement notification must be a written communication to the Company’s designated agent that includes substantially the following:
1. An identification of the copyrighted work you claim has been infringed, or a representative list of such works if the notice covers multiple.
2. An identification of the material you claim is infringing and that you request be removed or access disabled, including information reasonably sufficient to permit us to locate the material (e.g., a specific URL or account name within the Service).
3. Your contact information (name, address, telephone number, and email address, if available) so that we can reach you.
4. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner of the copyright or authorized to act on the owner’s behalf.
6. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that is allegedly infringed.
Upon receipt of a valid takedown notice, the Company will respond expeditiously to remove, or disable access to, the material claimed to be infringing. The Company will also take reasonable steps to notify the user who posted the content (if applicable) about the takedown, and if appropriate, provide them an opportunity to submit a counter-notification.
Counter-Notification: If you believe content you posted was removed by mistake or misidentification, you may send us a counter-notice. Your counter-notice must include: (1) identification of the material that has been removed and where it appeared before removal, (2) a statement under penalty of perjury that you have a good faith belief the material was removed as a result of mistake or misidentification, (3) your consent to the jurisdiction of the Federal District Court for the district where your address is located (or all U.S. District Courts if you are outside the U.S.), and (4) your physical or electronic signature. If we receive a valid counter-notice, we may restore the removed content unless we first receive notice that the original complainant has filed a court action against you.
Designated Copyright Agent Contact:
HIKIP LLC– Legal Department
1111B S Governors Ave STE 23125
Dover, DE 19904
USA
Please note: The DMCA provides that you may be liable for damages (including costs and attorneys’ fees) if you knowingly file a false notice of infringement or false counter-notice. Any false claims may be legally actionable.