Terms of Service

1. Who we are

The ExperClinic platform is operated by Mark Guirgis, a sole proprietor based in Ontario, Canada, doing business as ExperClinic ("ExperClinic," "we," "us," or "our"). When these Terms refer to a contract with ExperClinic, you are contracting with Mark Guirgis personally until such time as the business is formally incorporated. If that happens, we will update this section and let you know by email.

You can reach us at [email protected].

2. Agreement to these Terms

By creating an account, accessing, or using the ExperClinic service (the "Service"), you agree to these Terms of Service (the "Terms") and to our Privacy Policy. If you are signing up on behalf of a practice, clinic, or business, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you personally and the organization.

If you do not agree to these Terms, do not sign up for or use the Service.

3. What the Service does

ExperClinic is a growth platform for healthcare and wellness practices. It helps you:

• Send review-request SMS messages to patients after their appointments.
• Receive and store patient feedback that patients voluntarily choose to send through our private feedback channel.
• Schedule appointments, send appointment reminders, and reactivate inactive patients.
• Receive and reply to patient SMS messages from your ExperClinic dashboard.
• View analytics and insights about your practice's feedback and outreach.

We may add, remove, or change features over time. We will give you reasonable notice before removing a feature you depend on. Cosmetic or minor changes can happen without notice.

4. Your account

Registration

To use the Service you must create an account. You must provide accurate, current information and keep it up to date. You must be at least 18 years old and legally able to enter into contracts.

Security

You are responsible for keeping your password secret and for everything that happens under your account. Use a strong, unique password. Notify us promptly at [email protected] if you suspect your account has been accessed by someone else.

One practice per account

Each account is intended for a single practice location. Multi-location businesses should contact us about a multi-practice arrangement.

5. Acceptable use

The following list is the short version of prohibited use. The full set of rules, including SMS fair-use, data-access, and enforcement procedures, is in our Acceptable Use Policy, which is incorporated by reference into these Terms.

You agree not to:

• Use the Service to send SMS or email messages to people who have not consented to receive them from you.
• Send content that is illegal, fraudulent, defamatory, obscene, threatening, harassing, or that infringes another person's rights.
• Use the Service to market, promote, or deliver content unrelated to your normal practice communications (for example, you cannot use ExperClinic to run third-party marketing campaigns).
• Attempt to break into the Service, reverse-engineer it, bypass rate limits, or use it in a way likely to damage the infrastructure.
• Resell, sublicense, or white-label the Service without written permission.
• Use the Service to send content about controlled substances, firearms, gambling, political campaigning, adult content, or high-risk financial products — these categories are disallowed by our telecom carriers regardless of your industry.
• Knowingly transmit protected health information ("PHI") as defined under the United States Health Insurance Portability and Accountability Act ("HIPAA") without a separate, signed Business Associate Agreement with us. See Section 9.

If you violate this section we may suspend or terminate your account without notice. We may also report violations to our telecom carriers, which can affect your ability to send SMS through any provider.

6. Your patients and SMS consent

You are responsible for having your patients' consent to receive SMS messages from you. ExperClinic is a tool you use to send those messages — we are not the sender, you are. Depending on where your patients live, this consent obligation may come from:

• Canada (CASL): Express or implied consent is required before sending commercial electronic messages. Healthcare appointment reminders and review requests typically qualify as "existing business relationship" implied consent, but you should document this.
• United States (TCPA): Prior express written consent is required before sending non-emergency SMS to consumer mobile numbers for marketing. Review requests and reminders often qualify as "informational" messages with a lower consent bar, but you should have patients acknowledge SMS contact at intake.
• European Economic Area (GDPR and ePrivacy): Consent must be specific, informed, freely given, and documented.
• Elsewhere: Local consent laws apply; you must comply with them.

We build in standard anti-spam safeguards: every SMS includes an opt-out path, carriers automatically honor "STOP" replies, and our platform suppresses messages to patients who have replied STOP. Suppression lists are maintained on a per-practice basis. But those safeguards do not replace your obligation to have consent in the first place. SMS messages sent through ExperClinic on behalf of your practice are sent in reliance on the existing business relationship between your practice and your patients; your practice is responsible for ensuring that this relationship exists at the time of sending.

You represent and warrant that:

• You have valid consent from every patient you add to the platform.
• You have the legal right to provide us the patient data you upload or enter.
• You will promptly remove or stop contacting any patient who asks you to.
• You will not use the Service to send messages to patients outside the scope of normal practice communications (treatment, scheduling, follow-up, feedback).

7. Data Roles and Responsibilities

When you use ExperClinic, your practice is the Data Custodian (also referred to as the Data Controller in some jurisdictions). ExperClinic is the Data Processor. Your practice decides what patient information is entered into the platform and how our communication features are used with your patients. ExperClinic processes that information only on your instructions and only to provide the Service to you, in accordance with our Privacy Policy and our Data Processing Addendum.

Your practice's responsibilities

• Owns the relationship with your patients.
• Is responsible for obtaining appropriate consent from patients before their information is entered into ExperClinic or before SMS messages are sent on your behalf.
• Determines what patient information is entered into the platform.
• Controls how ExperClinic's communication features (review requests, appointment reminders, patient reactivation, two-way messaging) are used with your patients.
• Is responsible for complying with applicable privacy laws in your jurisdiction, including PIPEDA, PHIPA (Ontario), and any provincial health information legislation that applies to your practice type.

ExperClinic's commitments as your processor

• Processes patient data only as instructed by your practice through your use of the platform.
• Stores the patient information your practice chooses to enter: names, phone numbers, optional email addresses, appointment details, feedback your patients voluntarily share, and SMS message content. ExperClinic does not collect, store, or process medical records, diagnoses, treatment plans, or other clinical data of any kind. See the Privacy Policy for the complete list of data we process.
• Maintains appropriate technical and organizational safeguards to protect patient data, including encryption in transit and at rest.
• Will not sell, share, or use patient data for any purpose other than providing the ExperClinic service to your practice.
• Will notify you without undue delay in the event of a data breach affecting your patient data, as required by applicable law.
• Provides data export and deletion capabilities so you can fulfill patient rights requests under applicable privacy legislation.

By using ExperClinic, you confirm that you have obtained or will obtain appropriate consent from your patients for the communications sent through the platform, including SMS messages for review requests, appointment reminders, patient reactivation, and two-way messaging.

Your practice retains ownership of your patient data. We never sell it, and we do not share it with other ExperClinic customers or with third parties except the sub-processors listed in the Data Processing Addendum that we need to deliver the Service.

8. Fees, trials, and subscriptions

Free trial

New accounts get 30 days of free access to the full platform, with no credit card required. At the end of the trial, your account is locked until you subscribe. We do not charge for the trial and do not automatically convert to a paid plan.

Subscription

After the trial, continued access requires a paid subscription. Plan pricing is shown on the billing page at experclinic.com/billing.html and on the signup page. Every paid plan includes all platform features (review requests, appointment reminders, patient reactivation, two-way messaging, and analytics). Plans differ in SMS volume and number of locations, not features.

Billing

Subscriptions are billed monthly through Stripe. Your card will be charged on the renewal date each month. We do not store your card details on our servers; Stripe handles payment processing.

Refunds

Subscriptions are generally non-refundable once charged. If you believe you've been charged in error, reach out within 30 days at [email protected] and we'll review it. We may issue pro-rata refunds at our discretion.

Taxes

Prices are exclusive of applicable sales, GST, HST, or other taxes, unless stated otherwise. You are responsible for any taxes that apply to your purchase based on your location.

Cancellation

You can cancel your subscription at any time from the billing page. You will retain access until the end of the current billing period. No refund is issued for the remainder of the period.

Price changes

We may change our prices from time to time. We will give you at least 30 days notice by email before a price change takes effect for your account.

9. HIPAA, PHI, and healthcare compliance

"Protected Health Information" under HIPAA includes any identifiable health information created or received by a covered entity. Standard appointment reminders and review requests that contain only a patient's name, appointment time, and practitioner are generally not considered PHI, but specific medical details (conditions, treatments, medications, test results) are.

If you are a HIPAA-covered entity (most US doctors, dentists, and clinics) and you need to use the platform in ways that involve PHI, contact us at [email protected] and we will sign a BAA with you. Until that BAA is signed, you agree not to transmit PHI through the Service.

You are responsible for your own compliance with HIPAA, state privacy laws in the jurisdictions where you practice, and any licensing requirements specific to your profession.

10. No medical advice

ExperClinic is a communication and practice-management tool. We do not provide medical, clinical, legal, or financial advice. Nothing in the platform should be interpreted as such. Decisions about patient care, treatment, scheduling, and follow-up are yours alone to make.

11. Intellectual property

We own the Service, including the software, design, branding, copy, and documentation. We grant you a limited, non-exclusive, non-transferable license to access and use the Service as intended. You do not get any ownership rights in the Service itself.

You own your practice data (patient records, practitioner information, messages you send, and anything you've uploaded). You grant us a limited license to store, process, and display that data as necessary to operate the Service for you.

If you provide us feedback or suggestions about the Service, we may use them without any obligation to you.

12. Service availability, warranties, and disclaimers

Service availability

ExperClinic targets high availability but does not guarantee uninterrupted service. We will make reasonable efforts to notify you in advance of planned maintenance. In the event of unplanned downtime, we will work to restore service as quickly as possible. ExperClinic is not liable for missed appointment reminders, delayed review requests, or other SMS or email delivery failures caused by downtime, carrier issues, Twilio service disruptions, or events outside our control.

Warranties disclaimed

The Service is provided "as is" and "as available," without warranties of any kind, either express or implied. To the fullest extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or trade usage.

We do not warrant that the Service will be uninterrupted, error-free, secure against all threats, or that every SMS or email will be delivered. SMS delivery depends on our carrier partners and the recipient's carrier, both of which we do not control. Email delivery depends on recipient mail servers and spam filters we do not control.

We do not guarantee that the Service will generate Google reviews, reduce no-shows, or produce any specific business outcome. Outcomes depend on many factors, most of which are outside our control.

13. Limitation of liability

To the fullest extent permitted by law, ExperClinic will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, or savings, whether based in contract, tort (including negligence), statute, or any other legal theory, even if we have been advised of the possibility of such damages.

Our total aggregate liability for any claim arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amount you paid to us in the 12 months preceding the claim, or (b) one hundred Canadian dollars (CAD $100).

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for consequential damages. If you live in such a jurisdiction, some of the above limitations may not apply to you, and our liability is limited to the minimum extent permitted by law.

14. Indemnification

You agree to defend, indemnify, and hold harmless ExperClinic (and Mark Guirgis personally) from any claim, loss, damage, penalty, or expense (including reasonable legal fees) arising out of:

• Your use of the Service.
• Your breach of these Terms.
• Your transmission of patient data or content through the Service in violation of any law, including CASL, TCPA, HIPAA, PIPEDA, GDPR, or state privacy law.
• A claim by one of your patients alleging that you contacted them without their consent.

15. Termination

You can terminate your account at any time by cancelling your subscription and closing the account from the billing page, or by emailing us at [email protected].

We may suspend or terminate your account immediately if we reasonably believe you have violated these Terms, used the Service for illegal purposes, or created a risk to us, other customers, or our telecom carriers. In most cases we will try to give you notice and a chance to fix the issue, but we are not required to.

On termination, we will delete your practice data within 90 days, except where we are required to retain records (for tax, audit, or legal compliance). You can request earlier deletion.

16. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to its conflict-of-laws rules. The federal laws of Canada applicable in Ontario also apply.

You and ExperClinic agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved exclusively by the courts of the Province of Ontario, Canada, located in Toronto. You and we submit to the personal jurisdiction of those courts.

Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17. Changes to these Terms

We may update these Terms from time to time. If we make a material change that affects you, we will give you at least 30 days notice by email before it takes effect. Non-material changes (clarifications, typos, minor rewording) can take effect when posted.

Continued use of the Service after an update means you accept the new Terms. If you do not agree, you can cancel your subscription before the update takes effect.

18. Miscellaneous

If any part of these Terms is found to be unenforceable, the rest remain in effect. Our failure to enforce a provision on any occasion does not waive our right to enforce it later. You may not assign these Terms without our written consent. We can assign them to any successor-in-interest. These Terms, together with our Privacy Policy and DPA, are the entire agreement between you and us regarding the Service.

19. Contact

Questions about these Terms? Email us at [email protected].