These Terms of Service (“Terms”) govern access to and use of the Samson One EHR platform, including the website located at mdchartsehr.com, the practice management and electronic health record (“EHR”) software, the patient/support widgets, and any related services made available by MDCharts, LLC. By creating an account, starting a free trial, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you are agreeing on behalf of a practice, organization, or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
If you do not agree to these Terms, do not access or use the Service.
1. Eligibility and Account Registration
You must be at least 18 years old and authorized to act on behalf of a licensed healthcare practice to register for the Service. When you complete the enrollment wizard at mdchartsehr.com/free-trial or otherwise create an account, you agree to:
- Provide accurate, current, and complete information, including practice details, contact information, and provider credentials (e.g., NPI, license number, taxonomy code, DEA number where applicable);
- Maintain and promptly update that information so it remains accurate;
- Keep your login credentials confidential and be responsible for all activity that occurs under your account;
- Complete identity verification steps (including multi-factor verification by email or SMS, and identity document or photo capture where requested) as part of enrollment; and
- Notify us promptly of any unauthorized use of your account.
We may decline to open an account, or may suspend or terminate an existing account, if information provided is false, incomplete, or if we are unable to verify a provider's credentials.
2. Free Trial
We may offer a free trial period of the Service (“Free Trial”) as configured at the time of enrollment. During a Free Trial:
- No credit card or other payment information is required to enroll for the Free Trial or to use the Service during the Free Trial period;
- The Service is provided “as is” for evaluation purposes, subject to Section 8 (Disclaimers) below;
- The Free Trial period, and any associated usage limits or feature restrictions, will be as stated in your enrollment confirmation or an order form;
- The Free Trial does not automatically convert to a paid subscription. If you wish to continue using the Service after the Free Trial ends, you will be asked to separately subscribe and provide billing information at that time, as described in Section 3; and
- We may modify, suspend, or discontinue Free Trial availability at any time, including before your trial period ends, without liability, except as required by law.
3. Subscription, Fees, and Billing
Billing information is not collected during Free Trial enrollment. Paid access to the Service, if and when Customer chooses to subscribe, is subject to the pricing, billing frequency, and included/add-on features selected at that time or set out in an order form. Except as otherwise stated in an order form:
- Fees are billed in advance on a recurring basis (e.g., monthly or annually) and are non-refundable except as required by law or expressly stated in an order form;
- You authorize us (or our payment processor) to charge your designated payment method for all fees, including applicable taxes;
- Fees for usage-based components (e.g., encounters per month, add-on modules, lab integration, data migration) may vary based on your selections and actual usage;
- We may change our fees on a going-forward basis with at least 30 days’ notice; continued use of the Service after a fee change takes effect constitutes acceptance of the new fees; and
- Failure to pay amounts when due may result in suspension or termination of your access to the Service.
4. Protected Health Information and HIPAA
The Service is designed to allow Customer to create, store, and manage patient records, including Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). To the extent Customer submits, stores, or processes PHI through the Service, the parties will execute a separate Business Associate Agreement (“BAA”), which is incorporated into and forms part of these Terms. In the event of a conflict between these Terms and the BAA regarding the handling of PHI, the BAA controls.
Customer is solely responsible for: (a) determining that its use of the Service complies with HIPAA and other applicable healthcare privacy and security laws; (b) obtaining any patient consents or authorizations required for Customer's use of the Service; and (c) the accuracy of clinical and administrative data entered into the Service.
5. Customer Data
As between the parties, Customer retains all right, title, and interest in the data Customer submits to the Service, including patient records, practice information, and provider information (“Customer Data”). Customer grants Samson One a limited license to host, process, transmit, and display Customer Data solely as necessary to provide and support the Service, and as otherwise permitted under the BAA and Samson One's Privacy Policy.
Customer is responsible for the accuracy, quality, and legality of Customer Data and for the means by which Customer acquired it. Upon termination of an account, Samson One will make Customer Data available for export for a limited period as described in the Documentation, after which it may be deleted in accordance with Samson One's data retention practices and applicable law.
6. Acceptable Use
You agree not to, and not to permit any user of your account to:
- Use the Service to violate any applicable law or regulation, including healthcare, privacy, or data protection laws;
- Attempt to gain unauthorized access to the Service, other accounts, or Samson One systems, including by circumventing authentication, rate limits, or API access controls;
- Use automated means to scrape, extract, or bulk-download data from the Service other than through the documented, authenticated integration API;
- Upload or transmit any virus, malware, or other harmful code;
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by applicable law;
- Resell, sublicense, or provide the Service to third parties on a standalone basis without our prior written consent; or
- Misrepresent your identity or affiliation, including submitting false provider credentials during enrollment.
7. Intellectual Property
Samson One and its licensors retain all right, title, and interest in and to the Service, including all software, designs, workflows, and documentation, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise. Customer grants Samson One no rights in Customer Data other than as described in Section 5.
8. Disclaimers
EXCEPT AS EXPRESSLY SET OUT IN AN APPLICABLE ORDER FORM OR BAA, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SAMSON ONE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET CUSTOMER'S CLINICAL, OPERATIONAL, OR REGULATORY REQUIREMENTS. THE SERVICE IS A TOOL TO SUPPORT PRACTICE OPERATIONS AND DOES NOT PROVIDE MEDICAL ADVICE; CLINICAL DECISIONS REMAIN THE SOLE RESPONSIBILITY OF CUSTOMER AND ITS PROVIDERS.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAMSON ONE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY. SAMSON ONE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SAMSON ONE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS SECTION DOES NOT LIMIT EITHER PARTY'S LIABILITY FOR: (A) BREACH OF CONFIDENTIALITY OR THE BAA; (B) A PARTY'S INDEMNIFICATION OBLIGATIONS; OR (C) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
10. Indemnification
Customer agrees to indemnify, defend, and hold harmless Samson One and its officers, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) Customer Data or Customer's use of the Service in violation of these Terms or applicable law; (b) Customer's violation of any patient's or third party's rights; or (c) Customer's breach of Section 6 (Acceptable Use).
11. Term, Suspension, and Termination
These Terms remain in effect for as long as Customer maintains an account or an active subscription. Either party may terminate for convenience as described in an applicable order form, or immediately if the other party materially breaches these Terms and fails to cure within 15 days of written notice. Samson One may suspend access to the Service immediately, without prior notice, where necessary to prevent harm to the Service, other customers, or patient data, or to comply with law. Upon termination, Customer's right to access the Service ends, subject to the data export rights described in Section 5.
12. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email to the account contact or a notice within the Service) before the changes take effect. Continued use of the Service after the effective date of an update constitutes acceptance of the revised Terms.
13. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of [State], without regard to its conflict of laws principles. The parties will attempt in good faith to resolve any dispute informally before pursuing formal proceedings. Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in New York, and each party consents to personal jurisdiction there.
14. General
- Entire Agreement. These Terms, together with any order form, the Privacy Policy, and the BAA (where applicable), constitute the entire agreement between the parties regarding the Service and supersede prior agreements on the subject matter.
- Assignment. Neither party may assign these Terms without the other's prior written consent, except that Samson One may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
- Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
- Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control.
- Notices. Notices under these Terms will be sent to the contact information on file for each party's account or as otherwise designated in writing.
15. Contact
Questions about these Terms can be directed to:
Samson One
Aaron Wachspress
Email: awachspress@mdcharts.net
Website: https://mdchartsehr.com