Terms of Use

Welcome to RootRx LLC ("Company", "we," "us," or "our"). We invite you to access and use our software-as-a-service (SaaS) platform, application, and websites (the "Websites"). We provide visitors to our Websites ("Visitors") access to the Websites subject to the following Terms of Use, which may be updated by us from time to time without notice to you and you agree to review the Agreement periodically so you are aware of modifications. Please read this Agreement carefully before accessing the Website. Accessing or browsing the public areas and using the Websites, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (this "Agreement"). If you do not agree to any of these terms, then please do not use the Websites.

For purposes of this Agreement: (a) "Clinic Owners" refers to the legal entity or individual professional who subscribes to the Services and maintains the primary account; (b) "Staff" refers to clinical and administrative personnel invited by a Clinic Owner to access the Services; and (c) "Patients" refers to individuals who utilize the patient portal features exclusively under the clinical policies and terms authored and established by their respective Clinic Owner.

You also acknowledge that the use of any products, software, or services provided on our Websites by you DOES NOT create a medical-professional-to-patient relationship between you and us. You agree that you will consult with your appropriate medical professional if you have any questions or wish to seek professional advice regarding a medical condition or any other issue related to health. We cannot and do not assess, verify or guarantee the adequacy, accuracy or completeness of any material or the suitability or safety of any product provided on this website. You bear sole responsibility for your own business and clinical decisions.

Complete Absence of a Medical Relationship (CPOM Shielding)

Your usage of the RootRx LLC platform, its inventory management, charting, scheduling, and payment processing flows, does not establish a medical-professional-to-patient relationship or any clinical engagement between you and RootRx LLC or its individual personnel. RootRx LLC operates strictly as an administrative infrastructure and electronic record tool designed for alternative medicine and acupuncture clinics. We do not provide medical care, clinical judgments, diagnostic services, or custom herb formulations, nor do we engage in the authorized practice of acupuncture, traditional Chinese medicine, or medicine. The end-user licensed provider retains 100% sole, complete, and ultimate clinical and legal responsibility for all patient intake, medical diagnoses, treatments, prescriptions, and health outcomes.

FDA Non-Device Clinical Decision Support Compliance

To the extent the platform utilizes AI, algorithms, or clinical reference tools, these features are intended solely to support, and not to drive, clinical decision-making. These tools do not replace independent clinical judgment. Licensed professionals retain the ultimate authority to accept or reject any system recommendation and must not rely primarily on the software for critical or time-sensitive clinical interventions.

Subordination to the Business Associate Agreement (BAA)

Where required by state or federal law, the processing of Protected Health Information (PHI) is governed by a mutually executed Business Associate Agreement (BAA). In the event of any conflict, discrepancy, or inconsistency between these Terms of Use and the BAA with respect to the access, use, security, or disclosure of Protected Health Information (PHI), the terms of the BAA shall absolutely control and supersede.

The Website enables visitors who are at least eighteen (18) years of age to make purchases or subscribe to services. Any user who registers with us (each, a "Registered User") and wishes to purchase a product or service through one of our Websites, is agreeing to the terms of this Agreement, including the fees, payment, subscription, and anti-kickback provisions in Section 5 ("Fees, Payment, and Anti-Kickback Compliance"), which constitute the Terms and Conditions of Purchase for such product or service. In the event of any conflict between other provisions of this Agreement and Section 5 with respect to fees or purchase of the Services, Section 5 shall control.

THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM. Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1. Use of our Websites

We provide Visitors and Registered Users with access to the Services as described below. Visitors. Visitors may view publicly-available content and contact us via the Websites. Registered Users. Registered Users, consisting of Clinic Owners and Staff, utilize the Services to perform clinical and administrative operations including, but not limited to: (i) entering and managing patient charts and medical records; (ii) managing clinic schedules and appointments; (iii) processing patient billing and orders; and (iv) accessing internal practice management reporting. Registered Users are responsible for all clinical data entered into the system.

2. Acceptable Use Policy

By accessing the Services, you agree that you will not:

• Attempt to gain unauthorized access to the technical infrastructure, servers, or any data, files, or passwords through hacking, password mining, or any other means;
• Use any robot, spider, scraper, or other automated means to access or scrape the Websites for any purpose;
• Access, use, or disclose Protected Health Information (PHI) in any manner that violates HIPAA, state law, or the governing Business Associate Agreement (BAA); or
• Interfere with the security-related features of the platform or circumvent any access controls.

We reserve the right, in our sole and absolute discretion, to deny you access to the Websites, or any portion of the Websites, without notice, and to remove any content that does not adhere to these Community Guidelines.

3. Restrictions

The Websites are only available for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

These Terms bind only the clinic entity and its authorized Staff. Patients utilizing the portal do so entirely under the clinic's own patient-facing policies, consents, and notices of privacy practices.

4. Sign-in Name; Password; Unique Identifiers

During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name ("Sign-In Name"), a password ("Password"), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future ("Unique Identifiers"). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User, and sharing your access credentials with others (especially if they are using your credentials to access our proprietary Content (as defined below)) is a material breach of this Agreement. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Websites using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.

5. Fees, Payment, and Anti-Kickback Compliance

As consideration for any purchase or subscription you make on the Websites, you shall pay Company all applicable fees and taxes. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same.

• Anti-Kickback & Fee-Splitting Compliance: RootRx operates exclusively on a transparent, flat-fee subscription or usage-tiered fee model. To ensure absolute compliance with California Business and Professions Code Section 650 and relevant state and federal anti-kickback statutes, RootRx strictly disclaims and prohibits any pricing model based on a percentage of clinical revenue, percentage-based sharing of clinical fees, or transaction-based referral commissions. We do not compensate for, nor do we generate, patient referrals.
• Merchant of Record & Stripe Topology: The clinic utilizes its own independent merchant gateway via the Stripe Connect integration. The clinic remains the sole and exclusive "Merchant of Record" for all patient billing, transactions, and sales of herbal formulas, supplements, or medical services. RootRx acts strictly as a passive data facilitator routing the transaction payload and explicitly disclaims all liability for payment disputes, patient chargebacks, credit card fraud, or merchant account suspensions.

Subscriptions are billed in advance on a recurring cycle. You may cancel your subscription at any time; however, cancellations take effect at the end of the then-current billing period. All billing adjustments, including upgrades or downgrades, are managed via Stripe Connect and are subject to Stripe's standard proration logic. You must provide current, complete, and accurate billing and credit card information. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance.

6. Intellectual Property

The Websites contain material, such as software, APIs, text, graphics, images, and other material provided by or on behalf of Company (collectively, the "Content"). The Content is protected under both United States and foreign laws. Clinic-entered data, including patient records and chart notes, is classified as "Customer Data." Between the parties, the Clinic Owner retains all right, title, and interest in and to Customer Data. Unauthorized use of the Content may violate copyright, trademark, and other laws. Registered Users may access the software and Content contained in their purchased service for internal clinic operations. Company retains all right, title, and interest in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, or distribute the Content in any way for any public or commercial purpose.

7. Registered User Content; Licenses

As noted above, Registered Users upload Customer Data to the Services. YOU, AND NOT Company, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR CUSTOMER DATA. You retain full ownership of Customer Data. You hereby grant us a non-exclusive, royalty-free, limited license to host, copy, transmit, and process Customer Data solely as necessary to provide, maintain, and troubleshoot the Services for your benefit. Company is expressly prohibited from using Customer Data for unrelated product development, marketing, or sale to third parties. Each submission of Customer Data constitutes a representation that you possess the necessary rights and consents to provide such data for processing as contemplated by this Agreement.

8. Communications with Us

Clinics should use the in-app support tools for troubleshooting and technical inquiries. You should never include clinical or confidential patient information in standard email communications. With respect to non-clinical product feedback, suggestions, or ideas regarding the platform's features, we shall be free to use such feedback for any purpose without compensation. This feedback clause applies strictly to product improvement ideas and expressly excludes any clinical or Customer Data.

9. No Warranties; Limitations of Liability

THE WEBSITES AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ANY DIRECT DAMAGES RESULTING FROM YOUR USE OF THE WEBSITES SHALL BE LIMITED TO THE FEES YOU HAVE PAID US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. FOR CLAIMS REGARDING DATA BREACHES OR UNAUTHORIZED ACCESS TO PHI, LIABILITY LIMITATIONS SHALL STRICTLY DEFER TO THE EXECUTED BUSINESS ASSOCIATE AGREEMENT (BAA). WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL OR TECHNICAL ERRORS.

10. External Sites

The Websites may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. If you decide to access linked External Sites, you do so at your own risk.

11. Representations; Warranties; and Indemnification

(a) If you are a Registered User, you hereby represent, warrant, and covenant that:

• You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Registered User Content and any other works that you incorporate into your Registered User Content;
• Use of your Registered User in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
• You shall not submit to the Website any Registered User Content that violates our Community Guidelines set forth above or any other term of this Agreement.
• You possess all lawful authority and have obtained all required patient consents to upload Customer Data (including PHI) to the platform.

(b) You agree to defend, indemnify, and hold us harmless from any damages or claims arising from: (i) your breach of this Agreement; (ii) your misuse of the Websites; (iii) any violation of third-party rights; (iv) your misuse of PHI; and/or (v) liabilities arising from your own clinic-authored patient policies or clinical decisions. We shall provide notice to you of any such claim and reserve the right to assume exclusive defense at your expense.

12. Compliance with Applicable Laws

The Websites are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Websites or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

13. Termination of the Agreement

We reserve the right to terminate this Agreement and your access at any time for violation of these terms. Data export, return, and deletion protocols upon termination are governed explicitly by the retention carve-outs outlined in Section 8 of the Business Associate Agreement (BAA). The following sections shall survive termination: Intellectual Property, Licenses, No Warranties, Indemnification, and the BAA governing PHI.

14. Digital Millennium Copyright Act

Company respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows: RootRx LLC 6341 Tarragon Rd Rancho Palos Verdes, CA 90275 By e-mail: support@rootrx.org

15. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. You agree that if we are the prevailing party over a dispute on these terms that you will pay our reasonable attorneys' fees and costs to bring a legal action.

16. BINDING ARBITRATION

Any dispute relating to this Agreement shall be resolved by binding arbitration governed by the FAA. ARBITRATION IS MANDATORY AND REPLACES THE RIGHT TO A JURY TRIAL. To accommodate out-of-state clinics, arbitration may be conducted entirely through remote means, including phone, video conference, or the submission of electronic documents. If an in-person hearing is required, it shall take place in California. The arbitration shall be conducted by JAMS. Judgment on the award may be entered in any court of competent jurisdiction. This clause does not prevent us from seeking injunctive relief for proprietary interests.

17. Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by us.

19. Miscellaneous

This Agreement, together with the Privacy Policy and the mutually executed Business Associate Agreement (BAA), constitutes the entire agreement regarding the subject matter. These Terms do not alone govern the processing of Protected Health Information; in all matters involving patient data, the BAA shall control. No waiver is effective unless in writing. This Agreement inures to the benefit of our successors and assigns.