1. Agreement to Terms
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Chirosoft ("Company", "we", "us", or "our") governing your purchase, installation, and use of the Chirosoft clinic management software and related services, including SMS appointment reminder services (collectively, the "Software" and "Services").
By installing, activating, or using our Software, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not install or use our Software.
2. Description of Software and Services
Chirosoft is a locally installed clinic management software designed to help healthcare practitioners manage their practice. The Software is installed on your own computer or server and includes features such as: patient record management, appointment scheduling, billing and invoicing, clinical documentation, and optional SMS appointment reminder services.
The Software operates locally on your hardware. All patient data and records are stored on your local system and are under your control. The SMS appointment reminder service is an optional connected service that requires internet access to send messages through our telecommunications provider.
3. Eligibility
To purchase and use our Software, you must be at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are purchasing or using the Software on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.
4. Software License and Activation
4.1 License Grant
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive license to install and use the Software on the number of computers or workstations specified in your license agreement.
4.2 License Activation Methods
The Software is activated differently depending on your license type:
Perpetual License (USB Dongle): Perpetual licenses are activated and protected by a USB hardware dongle provided at the time of purchase. The Software will only operate when the USB dongle is connected to the computer. You are responsible for safeguarding the USB dongle. Lost or damaged dongles may be replaced for a fee.
Subscription License (Automatic Registration): Subscription licenses are activated through automatic monthly registration via the internet. The Software will periodically verify your subscription status. An active internet connection is required for registration verification. If the subscription lapses or cannot be verified, the Software will cease to function until the subscription is renewed or connectivity is restored.
4.3 License Restrictions
You may not: sublicense, sell, rent, or lease the Software to third parties (except as permitted under License Transfer below); use the Software on more computers than permitted by your license; share your USB dongle or subscription credentials with unauthorized users; remove or alter any proprietary notices or labels on the Software; attempt to reverse engineer, decompile, or disassemble the Software; or attempt to bypass, disable, or tamper with the USB dongle or registration verification system.
4.4 License Transfer
Licenses may be transferred to another party under the following conditions: you must notify us in writing of the transfer and provide the new licensee's information; the new licensee must agree to be bound by these Terms; for perpetual licenses, the USB dongle must be physically transferred to the new licensee; for subscription licenses, we will update our records to reflect the new licensee; upon transfer, all your rights to use the Software terminate immediately; and a transfer fee may apply.
4.5 License Termination
We reserve the right to terminate your license if you violate these Terms. For subscription licenses, your license will terminate if payment is not received. Upon termination, you must cease using the Software and, for perpetual licenses, return or destroy the USB dongle upon request.
5. Purchase and Payment Options
5.1 Purchase Options
The Software is available for purchase under two licensing models:
Perpetual License: A one-time purchase that grants you a permanent license to use the version of the Software purchased. Perpetual licenses include a USB hardware dongle for activation and may include a limited period of free updates and technical support, after which optional maintenance plans are available.
Subscription License: A recurring payment that grants you access to the Software for the duration of your subscription. Subscription licenses use automatic monthly registration and include ongoing updates and technical support for as long as your subscription remains active.
5.2 Fees
All fees are as specified on our website or in a separate purchase agreement. Fees are quoted in Canadian dollars unless otherwise specified.
5.3 Payment
For perpetual licenses, payment is due at the time of purchase. For subscription licenses, you authorize us to charge your designated payment method for recurring fees on a monthly or annual basis, depending on your selected plan.
5.4 Refunds
Perpetual license purchases are non-refundable after the USB dongle has been shipped, except as required by applicable law. Subscription fees are non-refundable for partial billing periods.
5.5 USB Dongle Replacement
If your USB dongle is lost, stolen, or damaged, a replacement dongle may be purchased for a fee. We reserve the right to require proof of original purchase and to deactivate the original dongle before issuing a replacement.
5.6 Price Changes
We reserve the right to modify our pricing at any time. For subscription customers, any price changes will be communicated at least 30 days before taking effect.
6. SMS Appointment Reminder Services
6.1 Service Description
Our optional SMS appointment reminder service allows you to send automated text messages to your patients to remind them of upcoming appointments. This service requires an active internet connection and is provided through our telecommunications partner.
6.2 Your Responsibilities
Important: You are solely responsible for obtaining proper consent from patients before sending SMS messages. You must maintain records of consent and honor all opt-out requests promptly.
6.3 Compliance
You agree to use the SMS service in compliance with all applicable laws and regulations, including Canada's Anti-Spam Legislation (CASL), the Telecommunications Act, and any applicable provincial legislation.
6.4 Prohibited Uses
You agree not to use the SMS service to send marketing or promotional messages (unless separately consented to by recipients), messages containing sensitive health information beyond appointment reminders, messages to individuals who have not consented or who have opted out, spam, fraudulent, or deceptive messages, or any content that violates applicable laws.
6.5 SMS Fees
SMS messages are billed according to our current pricing schedule. Message delivery is subject to carrier network availability and we do not guarantee delivery of all messages.
7. Acceptable Use Policy
You agree to use the Software only for lawful purposes and in accordance with these Terms. You agree not to:
Use the Software in violation of any applicable law or regulation; use the Software to store or process data in a manner that violates patient privacy laws; attempt to circumvent license restrictions, USB dongle protection, or registration verification mechanisms; use the Software in a manner that infringes upon the rights of others; or transfer your license except as expressly permitted in these Terms.
8. Data and Privacy
8.1 Local Data Storage
Chirosoft is locally installed software. All patient data, clinical records, and other information you enter into the Software are stored on your own computer or server. We do not have access to your locally stored data, and you retain full ownership and control of all data stored within the Software.
8.2 Your Data Responsibilities
Important: You are solely responsible for: maintaining regular backups of your data; securing your computer or server against unauthorized access; complying with applicable healthcare privacy laws regarding patient data; and implementing appropriate access controls within your clinic.
8.3 Registration Data
For subscription licenses, basic registration information (such as license ID and verification timestamps) is transmitted during the automatic registration process. This data is used solely to verify your subscription status and is processed in accordance with our Privacy Policy.
8.4 SMS Service Data
When using the SMS appointment reminder service, patient phone numbers and appointment information are transmitted to our telecommunications provider for message delivery. This data is processed in accordance with our Privacy Policy, available at www.mychirosoft.com/privacy.
8.5 Healthcare Data Compliance
If you use our Software to store patient health information, you are responsible for ensuring compliance with applicable healthcare privacy laws, including provincial health information protection acts. We provide tools within the Software to assist with compliance, but ultimate responsibility rests with you.
8.6 Data Loss
We are not responsible for any loss of data stored locally on your systems. We strongly recommend implementing a regular backup strategy and testing your backups periodically.
9. Updates and Support
9.1 Software Updates
For subscription licenses, software updates are included for the duration of your subscription. For perpetual licenses, updates are included for the period specified at purchase, after which updates may be obtained through an optional maintenance plan.
9.2 Technical Support
Technical support is available according to your license type and any applicable support agreement. Support may be provided via email, phone, or remote assistance.
9.3 System Requirements
You are responsible for ensuring your computer or server meets the minimum system requirements for the Software, including an available USB port for perpetual licenses and internet connectivity for subscription licenses. We are not responsible for performance issues caused by inadequate hardware or incompatible software.
10. Intellectual Property
10.1 Our Intellectual Property
The Software, including all code, features, functionality, and trademarks, are owned by Chirosoft and are protected by Canadian and international intellectual property laws. Your license grants you the right to use the Software but does not transfer any ownership rights.
10.2 Restrictions
You may not copy, modify, distribute, sell, or lease any part of the Software, nor may you reverse engineer or attempt to extract the source code.
11. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS. WE DO NOT WARRANT THAT THE USB DONGLE WILL BE FREE FROM DEFECTS OR THAT THE AUTOMATIC REGISTRATION SYSTEM WILL OPERATE WITHOUT INTERRUPTION.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHIROSOFT, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
Your use of or inability to use the Software; any loss or corruption of data stored locally on your systems; any conduct or content of any third party; unauthorized access to your computer or server; failure to deliver SMS messages or other communications; loss or damage to the USB dongle; interruption of the automatic registration service; or any errors, bugs, or defects in the Software.
OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR IN THE CASE OF A PERPETUAL LICENSE, THE ORIGINAL PURCHASE PRICE.
13. Indemnification
You agree to indemnify, defend, and hold harmless Chirosoft and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: your use of the Software; your violation of these Terms; your violation of any third-party right, including any intellectual property or privacy right; your failure to comply with applicable healthcare privacy laws; your violation of any applicable law or regulation; or any claim that your use of the Software or SMS services caused damage to a third party.
14. Modifications to Terms
We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Effective Date" at the top of this document. For subscription customers, continued use of the Software after such modifications constitutes acceptance of the updated Terms.
15. Termination
You may terminate your subscription at any time by providing written notice. We may terminate or suspend your license immediately, without prior notice or liability, for any reason, including breach of these Terms or non-payment. Upon termination of a subscription license, your right to use the Software will cease at the end of your current billing period, and the automatic registration will be deactivated. Perpetual licenses remain valid unless terminated for breach of these Terms. Provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.
16.2 Jurisdiction
Any dispute arising out of or relating to these Terms or the Software shall be subject to the exclusive jurisdiction of the courts located in the Province of Quebec.
17. General Provisions
17.1 Entire Agreement
These Terms, together with our Privacy Policy and any separate license agreement, constitute the entire agreement between you and Chirosoft regarding the Software.
17.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
17.3 Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
17.4 Assignment
You may transfer your license to another party in accordance with Section 4.4 (License Transfer). You may not otherwise assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.
17.5 Language
The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que les présentes conditions et tous les documents connexes soient rédigés en anglais.
18. Contact Information
If you have any questions about these Terms, please contact us at: