EMILE-E Practice OS · Legal
Practice OS Terms of Service
These Terms of Service (the "Terms") govern access to and use of EMILE-E Practice OS: the staff web portal, the native client mobile application for iOS and Android (the "Client App"), the AI Note Assistant, measurement-based care, telehealth, secure messaging, documents and intake, billing and claims tools, and related services (collectively, the "Service"). The Service is provided by EMILE-E.tech Corp, a Florida corporation ("EMILE-E," "we," "us"). By creating an account, signing an order form, or using the Service, the practice identified at signup ("Customer," "you") agrees to these Terms.
1. The Service
1.1 What it does. Practice OS is a practice operating system for mental-health practices: scheduling and calendaring, client charts and clinical notes with electronic signing, AI-drafted note assistance, validated measurement instruments with automated scoring and alerts, telehealth sessions, secure messaging, document exchange and intake, eligibility checks, claims, invoicing, and payments, with staff and role management and audit logging.
1.2 What it is not. The Service is practice software. It does not provide medical or mental-health care, diagnosis, or treatment; the Customer and its clinicians are solely responsible for all clinical judgments, care, and outcomes. The Service, including its messaging and telehealth features, is not an emergency service and must not be relied on for crisis communication.
2. Accounts and eligibility
2.1 The Service is offered to businesses and professional practices, not to consumers. The person accepting these Terms represents that they are authorized to bind the Customer.
2.2 Customer is responsible for activity under its accounts, for assigning staff roles appropriately, and for keeping credentials confidential. Customer will promptly notify us of any suspected unauthorized access.
2.3 Clinicians using the Service represent that they hold the licenses and permissions their use requires.
3. Subscription, fees, and payment
3.1 Pricing. The Service is priced per clinician per month as published on our pricing page or in an order form, all-inclusive, with unlimited administrative seats at no charge. Current published pricing: $89 per clinician per month, plus a one-time $2,500 onboarding and data-migration fee per practice.
3.2 Billing. Fees are billed in advance, monthly, and are non-refundable except as required by law or expressly stated in these Terms. Subscriptions renew automatically until cancelled. Clinician seat counts may be adjusted for the following billing period.
3.3 Cancellation. Customer may cancel at any time, effective at the end of the current billing period. There are no cancellation penalties or early-termination fees.
3.4 Changes. We may change pricing with at least 30 days' notice, effective at Customer's next renewal.
3.5 Taxes. Fees exclude applicable taxes, which are Customer's responsibility.
4. Customer Data and clinical records
4.1 Ownership. Customer owns all data submitted to the Service by Customer, its staff, and its clients, including clinical records, schedules, messages, documents, and billing data ("Customer Data").
4.2 Our license. Customer grants us a non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service, and as permitted by our Privacy Policy and the executed Business Associate Agreement ("BAA").
4.3 Records access. Clients of the practice direct requests about their records to the practice. Customer, not EMILE-E, is the custodian of its clinical records for legal and regulatory purposes.
4.4 Export and deletion. Customer may export Customer Data during the subscription term. Following termination, we will make Customer Data available for export for 30 days, after which we may delete it, subject to legal retention obligations and the BAA. Signed clinical notes and audit logs are maintained immutably during the term; corrections occur by amendment, not deletion, consistent with recordkeeping norms.
4.5 Aggregated data. We may use de-identified, aggregated usage data to operate and improve the Service. We do not sell Customer Data. We do not use Customer Data, including PHI, to train generalized AI models.
5. HIPAA
5.1 Customer is, or may be, a HIPAA covered entity. In providing the Service we act as a business associate, and the parties will execute a BAA before the Service is used with protected health information ("PHI"). If there is a conflict between these Terms and the executed BAA, the BAA controls with respect to PHI.
5.2 The Service is architected for HIPAA compliance, including tenant isolation, role-based access, encryption in transit and at rest, and immutable audit logging. Customer remains responsible for its own HIPAA obligations, including workforce training, appropriate role assignment, and use of the Service consistent with its policies.
6. AI Note Assistant
6.1 The AI Note Assistant produces a draft clinical note from a session recording or transcript. Drafts are suggestions only. A licensed clinician must review, edit as needed, and sign every note before it becomes part of the record; unsigned drafts are not clinical records.
6.2 Customer is responsible for obtaining any consent required in its jurisdiction to record or transcribe sessions before using the AI Note Assistant for a given client.
6.3 AI output may contain errors or omissions. The clinician signing a note is solely responsible for its accuracy and clinical content. Session audio and transcripts are processed under the BAA and handled as described in the Privacy Policy.
7. Telehealth, messaging, and measurement tools
7.1 Telehealth sessions are conducted between the practice and its clients; Customer is responsible for confirming telehealth is clinically appropriate and legally permitted for each client and jurisdiction.
7.2 Secure messaging and wellness check-ins are asynchronous and not monitored continuously. Practices must maintain their own procedures for urgent situations, and instruct clients that emergencies require calling 911 or crisis services.
7.3 Measurement-based care features score validated instruments (for example, PHQ-9 and GAD-7) and generate alerts on thresholds Customer configures. Alerts are workflow aids, not clinical determinations, and do not replace clinician review.
8. Billing, eligibility, and claims tools
Eligibility responses, claim submissions, invoices, and superbills are generated from data Customer enters and from third-party clearinghouse and payer systems. Customer is responsible for the accuracy of information submitted to payers, and for its own compliance with payer rules. Payment processing is provided by our payment processor; EMILE-E does not store full card numbers.
9. Client App end users
The Client App is made available to Customer's clients to book and manage appointments, message the practice, complete check-ins and intake, join telehealth, exchange documents, and pay invoices. Clients use the app under the practice's direction; the clinical and treatment relationship is between the practice and the client. App-store terms of Apple or Google also apply to the app distribution.
10. Acceptable use
Customer will not, and will not permit anyone to: (a) misuse, probe, or disrupt the Service or its infrastructure; (b) attempt to access other practices' data; (c) reverse engineer the Service except as permitted by law; (d) use the Service to violate applicable law, including health-privacy and anti-spam laws; or (e) resell the Service except under a separate written agreement.
11. Intellectual property
We own the Service and all related software, designs, and documentation. Customer receives a limited, non-exclusive, non-transferable right to use the Service during the subscription term. Feedback may be used by us without obligation.
12. Third-party services
The Service is built on third-party infrastructure, currently including Google Cloud (hosting, database, authentication, under a BAA with us), a telehealth media provider, a payment processor, and AI processing providers engaged under appropriate agreements for PHI. Their availability affects the Service. We may change underlying providers provided the Service continues to perform materially as described.
13. Availability and support
We will use commercially reasonable efforts to keep the Service available, excluding maintenance and factors outside our control. Support is provided by email at legal@emile-e.tech.
14. Term, suspension, and termination
14.1 These Terms apply while Customer has an active subscription or otherwise uses the Service.
14.2 We may suspend the Service for non-payment, security risk, legal requirement, or material breach, with notice where practicable, and in a manner that respects Customer's need to access clinical records.
14.3 Either party may terminate for material breach not cured within 30 days of notice. Sections that by their nature should survive (including Sections 4.4, 5, 11, and 15 through 18) survive termination.
15. Warranty disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI-GENERATED DRAFTS WILL BE ACCURATE OR COMPLETE.
16. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUES; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SERVICE IS LIMITED TO THE FEES PAID BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
17. Indemnification
Customer will defend and indemnify us against third-party claims arising from Customer Data, Customer's provision of care, Customer's use of the Service in violation of these Terms or law, or Customer's relationship with its clients. We will defend and indemnify Customer against third-party claims that the Service, as provided by us, infringes U.S. intellectual property rights, with customary exclusions and remedies.
18. General
18.1 These Terms are governed by Florida law. Exclusive venue is the state and federal courts located in Pasco County, Florida, and the parties consent to their jurisdiction.
18.2 We may update these Terms with at least 30 days' notice for material changes (by email or in-portal notice). Continued use after the effective date constitutes acceptance.
18.3 These Terms plus any order form, the Privacy Policy, and the executed BAA are the entire agreement. Neither party may assign except to a successor in interest. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver. Notices to us: legal@emile-e.tech; to Customer: the account email.