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Terms and Conditions

Last Modified: July 1, 2025​

Application and Acceptance of these Terms of Use​

These Terms of Use apply to Software and Services, including IntelliPract®, InSched, PatientConnection, Patient Portal, any additional services provided to You by Us, or support for any of those (“Software” or “Support”) and govern Your access to and use of Software or Support.

These Terms of Use are agreed to between you and any other individual, corporation, or other entity on whose behalf you accept these terms of use and/or on whose behalf you use Software (collectively “You”, “Your”, “User” or “Customer”) and Pinnacle Automation, LLC and Diego Software, LLC (“We, “Us”, “Our”, or “Pinnacle”). Where Terms of Use reference laws, those references include, without limitation, Federal, State, and local laws (collectively “Laws”).

Please read these Terms of Use before you use Software or Support. By using Software or Support, You accept these Terms of Use and agree to be bound by them. If you do not agree to abide and be bound by these Terms of Use, You must not access or use Software or Support.

Modification of these Terms of Use​

We may revise the Terms of Use from time to time in Our sole discretion and without notice to You. You agree to be bound to such Modifications posted to Our website. If You do not wish to be bound to such Modifications, You must discontinue Your access and use of Software and Support within 30 days. When Modifications are posted, they will have a “Last Modified” date near the beginning of the document.

We reserve the right to withdraw or amend Software or Support or to limit any individual’s use of Software or Support at any time. We will not be liable if any Software or Support are unavailable for any period of time.

Use of Software and Support​

Software and Support are exclusively for business use as it relates to Your relationship with Pinnacle. You may allow Your employees and contractors to access Software and Support on Your behalf in compliance with these Terms of Use and any other agreements you may have with Pinnacle.

Where You are asked to provide registration details or other information to Pinnacle or in connection with Software and Support, You agree to provide information that is correct, current, and complete. You agree that any use of Software or Support is also subject to Our Privacy Policy, and you consent to all actions we take with respect to your information consistent with Our Privacy Policy.

You agree to safeguard Your username, password, and other credentials (“Credentials”), and not to disclose Credentials except in accordance with these Terms of Use. Should you believe that Credentials have been compromised or disclosed or that Software or Support may have been subject to unauthorized access, You agree to notify Us as quickly as reasonably possible.

We have the right to disable any Credentials at any time in our sole discretion, including if, in Our opinion, You have violated any provision of these Terms of Use.

You agree not to (1) sell, resell, rent, or lease Software or Support. (2) reverse engineer or remove any proprietary marking or restrictive legends in Software or Support, (3) use Software or Support to store or transmit infringing, unsolicited marketing, libelous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation privacy rights), (4) interfere with or disrupt the integrity or performance of Software or Support, (5) attempt to gain unauthorized access to Software or Support or Our systems or networks, (6) use Software or Support in violation of any Laws, including without limitation HIPAA, Telephone Consumer Protection Act (TCPA), spam Laws (for example and without limitation CAN SPAM), privacy Laws, and Laws addressing electronic health records, or (7) access Software or Support to build a competitive product or service, copy any feature, function, or graphic of Software or Support for competitive purposes.

You agree to give Pinnacle a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use information provided by You or in connection with Your use of Software or Support, as Pinnacle, in its sole discretion, reasonably believes appropriate to provide Software or Support, as well as creation and retention of de-identified data.

Should You fail to pay agreed upon fees due to Pinnacle for any purpose, You agree that Pinnacle will have no obligation to provide information in Pinnacle’s possession or control until you remedy such non-payment.

Your Compliance with Medical Record Retention Laws and Patient Records Access​

You are responsible for understanding and complying with all Laws related to retention of medical records, patient access to information, and patient authorization to release data. You understand that use of Software or Support may include storage of patient information in Pinnacle’s systems. You agree that you will obtain any necessary patient consent prior to using Software or Support, and You agree to indemnify and hold harmless Pinnacle for the requirements of any Laws.

Authority to Send Communications​

If You have requested Pinnacle to send email, text messages, or other communications to Your patients or to any other individual, You represent and warrant that You have the authority to grant authorization for such communication, and do grant Pinnacle that authorization. Further, if You provide a phone number or email address to Us, you agree to receive communications from Pinnacle at those phone numbers or email addresses. You are not required to consent to receive such communications, and You agree to opt out of such communications if you choose not to receive them.

No Practice of Medicine​

You understand that Pinnacle does not engage in the practice of medicine or provide any professional health care services. Use of Software and Support is not a substitute for the professional judgment of health care providers in diagnosing and treating patients.

Your Agreement to Pay Fees​

You agree to pay to Pinnacle all fees in accordance with payment terms You have agreed to.

You understand and agree that Pinnacle may suspend or terminate my use of Software and Support if You have not paid amounts owed to Us when due. Pinnacle agrees to make commercially reasonable efforts to send a minimum 10-day notice of payment default to you prior to suspension or termination.

Should fees for Software or Support have lapsed for less than one year, You may reinstitute Software and Support for a period of not less than twelve months by paying the applicable fees backdated to the time of lapse. Should fees for Software or Support have lapsed for more than one year, You may be required to purchase the current version of Software and Support at the then-current prices.

Discontinuation of Software and Support​

Pinnacle reserves the right (i) upon six-months written notice prior to commencement of any renewal period to discontinue Software or Support if such Software or Support will be discontinued for all similarly situated customers, and (2) upon 60-days written notice prior to any renewal period to alter the prices for Software and Support.

DISCLAIMER OF WARRANTIES​

YOU UNDERSTAND AND AGREE THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT SOFTWARE AND SUPPORT WILL WORK CORRECTLY, AND THAT YOUR USE OF THE SOFTWARE AND SUPPORT IS AT YOUR OWN RISK. SOFTWARE AND SUPPORT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PINNACLE NOR ANY PERSON ASSOCIATED WITH PINNACLE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER PINNACLE NOR ANYONE ASSOCIATED WITH PINNACLE REPRESENTS OR WARRANTS THAT SOFTWARE AND SUPPORT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THE DEFECTS WILL BE CORRECTED, THAT SOFTWARE AND SUPPORT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SOFTWARE AND SUPPORT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

YOU UNDERSTAND AND AGREE THAT ANY DOCUMENTS PROVIDED WITH OR THROUGH SOFTWARE AND SUPPORT HAVE NOT BEEN REVIEWED BY LEGAL COUNSEL FOR YOUR USE, AND THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, COMPLETENESS AND LEGALITY OF ANY SUCH DOCUMENTS, WE DO NOT GUARANTEE THAT SUCH DOCUMENTS COMPLY WITH APPLICABLE LAWS IN YOUR JURISDICTION, AND WE SHALL NOT BE LIABLE FOR ANY DAMAGES RELATED TO YOUR USE OF SUCH DOCUMENTS.

TO THE FULLEST EXTENT PROVIDED BY LAW, PINNACLE HEREBY DISCLAIMS ALL WARRANTEES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PINNACLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTIAL, SPECIAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF SOFTWARE OR SUPPORT, WITH THE DELAY OR INABILITY TO USE SOFTWARE OR SUPPORT, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES OR FUNCTIONALITY ASSOCIATED WITH SOFTWARE OR SUPPORT, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED INTELLECTUAL PROPERTY OBTAINED THROUGH SOFTWARE OR SUPPORT, OR OTHERWISE ARISING OUT OF THE USE OF SOFTWARE OR SUPPORT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PINNACLE OR ANY OF ITS AGENTS OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY ASPECT OF SOFTWARE OR SUPPORT, YOUR SOLE AND EXCLUSIVE REMIDY IS TO DISCONTINUE USE OF SOFTWARE AND SUPPORT.

NOTWITHTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF PINNACLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES (EXCLUDING HIPAA VIOLATIONS) SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO PINNACLE FOR SOFTWARE AND SUPPORT WITHIN THE 12-MONTH PERIOD PRECEEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. LIMITATIONS ON LIABILITY RELATED TO HIPAA VIOLATIONS ARE AS SPECIFIED IN THE BUSINESS ASSOCIATES AGREEMENT ADDENDUM.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

No Representations​

Pinnacle makes no representations whatsoever about any other website You may access through Software or Support.

Compliance with Laws​

As a condition of your use of Software or Support, You warrant to us that You will not use Our Software or Support for any purpose that is unlawful or prohibited by these Terms of Use. You agree not to use Software or Support in any manner which could damage, disable, overburden, or impair Software or Support or interfere with any other party’s use of Software or Support.

Idea Submission Policy​

You may choose from time to time to provide Us and our employees your ideas, including ideas for new advertising campaigns, new promotions, new or improved solutions, products or technologies, solution or product enhancements, processes, marketing plans or new solution or product names. You agree that (1) Your submissions and their contents will automatically become both the legal and equitable property of Pinnacle, without any compensation to You, (2) We may use or redistribute the submissions and their contents for any purpose and in any way without limitation, (3) there is no obligation for Us to review the submission, (4) there is no obligation to keep any submissions confidential, and (5) You hereby agree to waive absolutely any and all moral rights or broadly equivalent rights You may have arising from Your submissions and their contents so far as is lawfully possible.

Export Controls​

You acknowledge that Software and Support are subject to applicable export control laws and regulations of the U.S. You agree not to export or re-export Software or Support, directly or indirectly, to any countries subject to U.S. export restrictions.

Proprietary Rights​

Software and Support, including its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof, are owned by Pinnacle, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Governing Law and Jurisdiction​

All matters related to Software or Support and these Terms of Use, and any dispute or claim arising therefore or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or of Software or Support shall be instituted exclusively in the Federal Courts of the District of Arizona, or the State Courts of Arizona in and for Maricopa County, Arizona, although We retain the right to bring any suit, action, or proceeding against You for breach of these Terms of Use in Your jurisdiction or country of residence or any other relevant jurisdiction or country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Arbitration​

At our sole discretion, We may require You to submit any disputes arising from these Terms of Use or use of Software or Support, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Arizona law.

Limitation on Time to File Claims​

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SOFTWARE OR SUPPORT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

No Waiver​

No waiver by Pinnacle of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Pinnacle to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Severability​

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent, such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement​

These Terms of Use, our Privacy Policy, and any Subscription Agreement, constitute the sole and entire agreement between You and Pinnacle regarding Software and Support, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding Software and Support.