Software & Services Terms and Conditions

July 1, 2026

You can view a summary of changes to our Software & Services Terms and Conditions here.

These Software & Services Terms and Conditions (“Agreement”) supplement any additional online terms acknowledged by Customer or any separate written agreement executed by the parties and set forth the terms and conditions under which Leading Reach, Inc. including its subsidiaries and Affiliates (“LeadingReach”) will provide access to certain proprietary technology to the party accessing the Software. The Agreement sets forth the terms and conditions under which Customer may Use (as defined herein) LeadingReach’s software (“Software”). Customer cannot use the Software until Customer has carefully read and agreed to this Agreement by clicking “I Accept”. If Customer disagrees with the terms and conditions of this Agreement, Customer cannot use the Software.

DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
“Account” means a distinct instance of the LeadingReach Software provisioned for Customer.
“Add-On” means an optional feature, module, or service offered by LeadingReach in addition to the base Subscription Services, as identified in the applicable Order Form or made available for activation within the Software. Activation of any Add-On by Customer in the Software or via an Order Form constitutes Customer’s acceptance of any applicable supplemental terms and associated fees.
“Affiliate” means, with respect to any entity, any entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlled by” and “under common control with” shall have correlative meanings.
“Administrator” means an Authorized User designated within an Account as having administrative-level access to manage account settings, user access, and configurations within the Software, including the ability to grant and revoke access credentials for other Authorized Users. Each Account must have at least one (1) active Administrator at all times. In the event no active Administrator exists, Section 2.4 governs LeadingReach’s right to make a temporary designation.
“Authorized User” means an individual employee, contractor, or agent of Customer who has been granted access credentials to the Software by Customer or by LeadingReach at Customer’s direction.
“Location” means a distinct physical site, facility, or practice address registered under a Customer Account within the LeadingReach Platform. Locations are used for organizational and access control purposes within the Software. For ancillary service customers, Locations may serve as the basis for fee assessment as designated in the applicable Order Form.
“Order Form” means a LeadingReach subscription order or ordering document executed by the parties that sets forth the Services, fees, Subscription Term, and other terms applicable to Customer’s subscription. In the event of any conflict between an Order Form and this Agreement, the Order Form shall control solely with respect to the subject matter of that Order Form.
“Physician” means any licensed healthcare provider or credentialed clinical staff member listed within a Customer Account in the LeadingReach Platform , regardless of whether such individual has been granted access credentials to the Software. Fees for standard subscription customers are assessed on a per-Physician basis as set forth in the applicable Order Form. Customers designated as ancillary service customers in the applicable Order Form are not subject to per-Physician pricing and are instead subject to the fee structure set forth in their Order Form.
“Platform” means all LeadingReach software as a service offerings including the Automation and Integration services outlined in Section 12.
SUBSCRIPTION GRANT, RIGHT OF USE, AND SERVICES
2.1. Subscription Grant. Subject to all limitations and restrictions contained herein and the online Order Form, LeadingReach grants Customer a subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Software as hosted by LeadingReach as described in the Software documentation (“Use”). Customer may authorize its own subsidiaries and Affiliates to access the Software under Customer’s Account, provided that Customer shall remain solely responsible for all acts, omissions, and payment obligations of such subsidiaries and Affiliates as if they were Customer’s own.
2.2. Use. The Software is owned and operated by LeadingReach. The Software and its content (“Content”) and the LeadingReach SaaS service (“Service”) may only be accessed in accordance with this Agreement. Any violation of the copyright in the Content or these terms and conditions may be enforced by LeadingReach to the fullest extent allowed by law. Customer shall not permit any third party to access the Software through Customer’s account or credentials except as expressly authorized by LeadingReach in writing. In addition, Customer understands and acknowledges that upon accepting this Agreement, an account will be created for Customer. A Customer may have multiple Accounts as designated in the applicable Order Form. An Account may not be shared with or transferred to any entity that is not a Customer Affiliate without LeadingReach’s prior written consent. Each Customer is subject to its own Order Form and fee obligations governing all Accounts associated with that Customer. Customer is solely responsible for all acts and omissions of its Authorized Users and for ensuring that Authorized Users comply with the terms of this Agreement. Customer shall promptly revoke access credentials for any Authorized User whose employment or engagement with Customer terminates or whose access is no longer required.
2.3. Customer Account & User Access. Customer and its users may be verified prior to gaining access to Customer account(s). Customer and its users may only use the Software in connection with its organization and agrees that it is authorized to view Protected Health Information (“PHI”). Each user of the Software must have a separate and unique login except as specifically agreed by LeadingReach in writing. Users may not use their LeadingReach usernames and passwords for any unauthorized purpose. Users may not share, loan or transfer any username or password, or otherwise give access to a login in a manner designed to evade this prohibition. A single user login account under any LeadingReach subscription plan with a generic email address and/or generic name may be terminated at the sole discretion of LeadingReach.
2.4. Administrator Designation & Network Connections. In the event that a Customer Account has no active Administrator, LeadingReach may, in its sole discretion, designate a single existing Authorized User as the account Administrator until Customer designates an Administrator in accordance with LeadingReach’s standard processes. Such designation by LeadingReach does not create any obligation for LeadingReach to manage Customer’s account or user access. Customer hereby authorizes LeadingReach to connect Customer’s Account with other organizations within the LeadingReach network based on suggested connections identified by the Software. Customer may review and manage such connections within its Account settings at any time.
2.5. Additional Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine- readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use LeadingReach’s Confidential Information solely in connection with the Software and pursuant to the terms of this Agreement. LeadingReach reserves all rights not specifically granted herein. Customer shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the Content or other materials accessed through the Service. The delivery of, and license to, the Content and/or access to third party materials does not transfer to Customer any commercial or promotional use rights in the Content or any portion thereof. Any use of Content, or descriptions; any derivative use of this Site or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the Customer frame any portion of the Site or any materials contained therein.
PAYMENT
3.1. Fees. Subscription fees are billed annually in advance unless a different billing frequency is specified in the applicable Order Form. Customer shall pay LeadingReach the then-current fees of the Software by recurring credit card or ACH charge. If Customer has negotiated to pay the fees indicated on the Order Form by invoice, all fees shall be paid to LeadingReach within thirty (30) days of receipt of invoice. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.
3.2. Invoicing and Payment Method. Customers with aggregate monthly subscription fees exceeding $500.00 per month may be invoiced by LeadingReach with payment due within thirty (30) days of the invoice date. All other customers must provide valid ACH or credit card information prior to or upon execution of the applicable Order Form, unless otherwise agreed to in writing by LeadingReach. LeadingReach may suspend access to the Software if valid payment information is not provided within ten (10) business days of the Order Effective Date.
3.3. Fee Acceleration. If any fees owed by Customer are thirty (30) or more days past due, LeadingReach may, without limiting its other rights and remedies, accelerate all unpaid fee obligations under any applicable Order Form so that all such amounts become immediately due and payable, and suspend access to the Software upon ten (10) days’ prior written notice until such amounts are paid in full.
3.4. Non-Payment. LeadingReach may disable your account(s) for non-payment. You acknowledge and agree that if LeadingReach disables access to your account(s), you may be prevented from accessing the Services, your account details or any files or other materials which is contained in your account until full payment has been made for any and all outstanding amounts due along with any reactivation fee.
3.5. Taxes. The subscription, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse LeadingReach and hold LeadingReach harmless for all sales, use, VAT, excise, property or other taxes or levies which LeadingReach is required to collect or remit to applicable tax authorities. This provision does not apply to LeadingReach’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished LeadingReach with a valid tax exemption certificate.
3.6. Physician Count True-Up. For standard subscription customers billed on a per-Physician basis, LeadingReach will conduct a quarterly review of the Physician count reflected in Customer’s Account as recorded in the LeadingReach platform (“Platform Count”). The Platform Count as of the last day of each calendar quarter shall be the operative count for that period. If the Platform Count for any quarter exceeds the number of Physicians reflected in the applicable Order Form, LeadingReach will charge Customer for the incremental fees attributable to such additional Physicians beginning the first day of the immediately following calendar quarter, as follows: (a) for Customers paying by credit card or ACH, such incremental fees will be charged automatically to the payment method on file; or (b) for Customers paying by invoice, LeadingReach will issue an invoice for such incremental fees due and payable within thirty (30) days of the invoice date. Incremental Physician fees are non-refundable and no credit or reduction in fees shall apply if the Platform Count decreases below the number of Physicians set forth in the applicable Order Form during any subsequent quarter. The Platform Count as maintained by LeadingReach in the platform shall be the authoritative record for purposes of this Section and shall govern in the event of any dispute regarding Physician counts. Upon renewal of any Subscription Term, fees will be assessed based on the Platform Count as of the last day of the preceding Subscription Term, unless Customer provides written notice to LeadingReach at least thirty (30) days prior to the renewal date of any change to the number of Physicians. Failure to provide such notice shall constitute Customer’s acceptance of fees based on the then-current Platform Count for the upcoming Subscription Term.
MAINTENANCE AND SUPPORT SERVICES
4.1. Maintenance. LeadingReach shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by LeadingReach as defects in the Software (“Maintenance and Support Services”). LeadingReach shall use commercially reasonable efforts to begin working on a resolution to Customer’s written notice of reported problems within fourteen (14) days, provided corrections shall be prioritized in LeadingReach reasonable discretion. A response is not a guaranty of a solution to the reported problem; however LeadingReach will keep Customer apprised of the resolution closure. Additional features and functions are not included as part of the maintenance and support services.
4.2. Service Availability. LeadingReach’s goal is to provide Software Availability twenty-four hours per day, seven (7) days per week (referred to as “24×7 Availability”) EXCEPT during times of scheduled updates. However, the parties recognize that 24×7 Availability is only a GOAL, and LeadingReach cannot represent or guarantee that such goal can be achieved. These response time goals apply only to public production servers (i.e., web servers, application servers, and database servers). LeadingReach shall use reasonable efforts to achieve 99% Software Availability in North America. The Software Availability goal exclude any time Customer requests the site be taken down for scheduled updates. LeadingReach does not and cannot control the flow of data to or from LeadingReach’s network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof). Although LeadingReach will use reasonable efforts to take actions it deems appropriate to remedy and avoid such events, LeadingReach cannot guarantee that such events will not occur. Accordingly, LeadingReach disclaims any and all liability resulting from or related to such events.
4.3. Exclusions. LeadingReach shall not be obligated to provide Maintenance and Support Services for any software other than the generally available Software delivered to Customer pursuant to this Agreement (collectively the “Unsupported Code”). Any LeadingReach support services related to Unsupported Code shall be subject to execution of a mutually agreed upon assignment order issued under a professional services agreement.
4.4. Third Parties. LeadingReach shall have the right to use third parties, including employees of LeadingReach’s Affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of this Section, all references to LeadingReach or its employees shall be deemed to include such Subcontractors.
4.5. Restrictions. Customer agrees not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by LeadingReach, unless Customer has been specifically allowed to do so in a separate written agreement with LeadingReach. Customer agrees that Customer will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Unless Customer has been specifically permitted to do so in a separate written agreement with LeadingReach, Customer agrees that it will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. Customer agrees that Customer is solely responsible for (and that LeadingReach has no responsibility to Customer or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which LeadingReach may suffer) of any such breach. Users of the Software may post comments, materials and other information, provided, the materials do not contain any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or content which is racially, ethnically or otherwise objectionable, or which infringes upon the rights of any third party. You acknowledge that by accessing the Site, you may come into contact with content that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that LeadingReach shall have no liability to you for the content including, but not limited to explicit language and other potentially offensive material. The user agrees to not impersonate any person or communicate under a false name or a name the user is not entitled or authorized to use. LeadingReach has the right (but not the obligation) to remove, prohibit, edit or discontinue any content on the Site, including content that has been posted by users.
OWNERSHIP
5.1. Reservation of Rights. Customer irrevocably acknowledges that, subject to the subscriptions granted herein, Customer has no ownership interest in the Software, Add-Ons, or LeadingReach materials provided to Customer. LeadingReach shall own all right, title, and interest in such Software, and LeadingReach materials, subject to any limitations associated with intellectual property rights of third parties. LeadingReach reserves all rights not specifically granted herein.
5.2. Customer Data. Customer authorizes LeadingReach and its subsidiaries and Affiliates, to the extent permitted by applicable law, to use Customer data and usage data in its deidentified, aggregated or original form to (i) improve the Software, products and services; (ii) develop new features and products; (iii) train or improve algorithms, models and artificial intelligence/machine learning (“AI/ML”); and (iv) analyze, compare and benchmark Customer data. Customer represents and warrants that Customer has no contractual or other restrictions that would limit use of Customer data for AI/ML training in connection with the Software or LeadingReach’s use and distribution of the resulting model. To the extent Customer holds any rights in any model or output developed using Customer data, Customer hereby irrevocably grants LeadingReach a worldwide, royalty-free, sublicensable, perpetual, irrevocable right and license to all such rights in such model or output. Customer acknowledges that the output of generative AI created in connection with the Software at the direction of an Authorized User, where the input consists solely of Customer data, shall be owned by Customer subject to the foregoing license. Customer acknowledges that output of generative AI for different customers may be substantially similar.
CONFIDENTIALITY
6.1. Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.
6.2. Confidentiality of Software. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g., orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed LeadingReach Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by LeadingReach; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.
6.3. Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
6.4. Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the LeadingReach Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
6.5. Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
6.6. Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
6.7. HIPAA. To the extent Customer is authorized by LeadingReach to process or store protected health information as defined by HIPAA (PHI) in the Software or the LeadingReach environment hosting the Software, LeadingReach and Customer each agree to comply with their respective obligations in the Business Associate Agreement located at https://leadingreach.com/legal/business-associate-agreement
6.8. Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other LeadingReach materials provided to Customer shall be owned by LeadingReach, and Customer hereby agrees to assign any such rights to LeadingReach. Nothing in this Agreement shall preclude LeadingReach from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by LeadingReach in the performance of services hereunder.
CUSTOMER’S FACILITIES
To the extent required by LeadingReach, Customer will make available to LeadingReach certain of its facilities, computer resources, software, networks, personnel, and business information as are required to perform any Service hereunder. LeadingReach agrees to comply at all times with Customer’s rules and regulations regarding safety, security, and conduct which Customer provides to LeadingReach in writing.
WARRANTY
8.1. Authorized Representative. Customer and LeadingReach warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity. LeadingReach warrants that all Services performed under this Agreement shall be performed in a workmanlike and professional manner.
8.2. Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LEADINGREACH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
8.3. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of LeadingReach.
LIMITATION OF LIABILITY
9.1. Liability Cap. IN NO EVENT SHALL LEADINGREACH BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER IN THE SIX (6) MONTHS PRIOR TO THE CLAIM FOR THE SOFTWARE OR SERVICES WHICH GAVE RISE TO SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9.2. Disclaimer of Damages. IN NO EVENT SHALL LEADINGREACH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
TERM AND TERMINATION
10.1. Termination by LeadingReach. This Agreement and any subscription created hereunder may be terminated by LeadingReach (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) if Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
10.2. Healthcare-Specific Termination. LeadingReach may terminate this Agreement and any Order Form immediately upon written notice if Customer: (i) is excluded from participation in any federal or state healthcare program; (ii) is named as a defendant in a criminal proceeding for a violation of federal or state law; or (iii) is found in violation of any standard or requirement of federal or state law relating to the privacy or security of health information in any administrative or civil proceeding.
10.3. Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to [email protected]. All subscription fees incurred within the thirty (30) day notice period will be due to LeadingReach. All fees paid to LeadingReach will not be refunded. For the avoidance of doubt, all fees paid to LeadingReach are non-refundable regardless of which party terminates this Agreement and regardless of the reason for termination.
10.4. Termination. Upon termination of this Agreement, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein.
10.5. Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.
10.6. Effects of Termination. Upon termination or expiration of this Agreement or any Order Form, each party shall deliver to the other all copies of all applicable Confidential Information of the other party and Customer shall return or destroy all source code and object code versions of any Software components provided to Customer. Customer acknowledges that the Software includes self-service reporting functionality through which Customer may export its Account data prior to termination. LeadingReach has no obligation to provide data export assistance; any such assistance requested by Customer following notice of termination may be provided by LeadingReach at its then-current rates in its sole discretion.
CUSTOMER OBLIGATIONS
Customer agrees that no employees of LeadingReach shall be required to individually sign any agreement in order to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.
AUTOMATION & INTEGRATION SERVICES
12.1 Scope; Subscription Nature. Automation and integration capabilities, including but not limited to EHR/EMR integration, fax automation, API-based workflow automation, and related features (collectively, “A&I Services”) are offered as Add-On subscription services to the Software. A&I Services are not professional services engagements and LeadingReach does not deliver work product in connection with A&I Services. All configuration and deployment activities performed by LeadingReach in connection with A&I Services are incidental to the subscription and do not create any ownership, license, or work-for-hire rights for Customer. Activation of A&I Services by Customer constitutes acceptance of this Section and any additional terms set forth in the applicable Order Form.
12.2 Customer Access Obligations. Customer shall provide LeadingReach with all access, credentials, documentation, and cooperation reasonably required to configure and deploy A&I Services, including without limitation: (i) administrative credentials and permissions to Customer’s EHR/EMR and applicable third-party systems; (ii) API documentation and technical specifications for Customer’s systems; (iii) access to test and sandbox environments where available; (iv) fax system credentials and configurations required for fax automation; and (v) cooperation to configure necessary network, firewall, and connectivity requirements. Customer acknowledges that delays in providing required access, credentials, documentation, or technical cooperation may impact configuration and deployment timelines and shall not relieve Customer of any payment obligation under the applicable Order Form.
12.3 Third-Party System Dependency. A&I Services may depend on the availability, performance, and continued operation of Customer’s EHR/EMR systems, fax infrastructure, third-party APIs, and other systems not controlled by LeadingReach. The Software Availability commitments set forth in Section 4.2 apply solely to the Software and do not extend to A&I Service availability or performance to the extent affected by third-party system availability, API changes, credential revocation, or any other factor outside LeadingReach’s reasonable control. LeadingReach disclaims all liability for any A&I Service interruption, degradation, or failure caused by such third-party factors.
12.4 No Clinical Recommendations; Customer Responsibility for Outputs. A&I Services, including any automated data extraction, workflow routing, referral processing, or AI-assisted features, do not constitute clinical advice, clinical decision support, or medical recommendations of any kind. All outputs generated by A&I Services are provided for operational and administrative workflow purposes only. Customer is solely responsible for reviewing, validating, and acting upon any A&I Service output, and for all clinical, operational, and administrative decisions made in connection therewith. LeadingReach makes no representation or warranty that A&I Service outputs will be accurate, complete, error-free, or suitable for any particular purpose. Customer assumes all risk associated with its reliance on or use of A&I Service outputs.
12.5 AI and Automated Processing Disclaimer. A&I Services may incorporate automated processing, machine learning, or artificial intelligence capabilities. Customer acknowledges that such capabilities may produce outputs that are incomplete, inconsistent, or incorrect, and that no automated system eliminates the need for human review of information pertaining to patient care or clinical operations. LeadingReach is not liable for any loss, harm, or liability arising from Customer’s failure to review or verify A&I Service outputs prior to use. A&I Services may utilize third-party artificial intelligence model providers. LeadingReach does not control and is not responsible for the availability, accuracy, training, policy changes, or output of any third-party AI model. Limitations, outages, or policy changes imposed by third- party AI model providers may affect A&I Service functionality and shall not constitute a breach by LeadingReach of any obligation under this Agreement. Additionally, if Customer elects to utilize third- party provider Availity, Customer authorizes Availity to perform PHI data aggregation services and to use artificial intelligence based solutions in connection with the Services performed by Availity.
12.6 Modification and Discontinuation. LeadingReach reserves the right to modify, update, or discontinue any A&I Service feature or capability at any time, including as required to maintain compatibility with third-party systems, comply with applicable law, or reflect changes in underlying technology. LeadingReach will use commercially reasonable efforts to provide advance notice of material changes to A&I Services where practicable. Modification or discontinuation of an A&I Service feature shall not entitle Customer to any refund of fees paid.
12.7 HIPAA and Regulatory Compliance. To the extent A&I Services process or transmit Protected Health Information, such processing is subject to the Business Associate Agreement referenced herein. Customer is solely responsible for ensuring that its use of A&I Services, including the configuration of automated workflows and the PHI transmitted through such workflows, complies with HIPAA and all other applicable federal and state laws governing the privacy and security of health information. LeadingReach is not responsible for Customer’s configuration choices, workflow design, or any PHI transmitted through A&I Services at Customer’s direction.
12.8. Third-Party Technology. The Services may contain certain third-party components created and owned or licensed by third parties (“Third-Party Components”) and/or Software may contain or be accompanied by certain third-party products owned or licensed by a third party subject to a separate license agreement between Customer and such third party (“Third- Party Products”). Collectively, references to Third-Party Components and Third-Party Products are referred to herein as “Third-Party Technology”. LEADINGREACH’S PROVISION OF THIRD-PARTY TECHNOLOGY, INCLUDING WITHOUT LIMITATION THIRD-PARTY ARTIFICAL INTELLIGENCE APPLICATIONS, TO CUSTOMER IS ON AN “AS IS” BASIS WITHOUT WARRANTY FROM LEADINGREACH OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE THIRD- PARTY TECHNOLOGY, EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITY WITH RESPECT TO THE THIRD-PARTY TECHNOLOGY OR ITS DATA COLLECTION. CUSTOMER ACKNOWLEDGES THAT THE THIRD-PARTY TECHNOLOGY MAY HAVE DIFFERENT DATA PRACTICES THAN LEADINGREACH.
MISCELLANEOUS
13.1. Independent Contractor. LeadingReach is an independent contractor and nothing in this Agreement shall be deemed to make LeadingReach an agent, employee, partner or joint venturer of Customer. Neither party shall have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
13.2. Expenses and Attorneys’ Fees. In the event any action, including arbitration, is brought to enforce any provision of this Agreement or any Order Form or to declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees.
13.3. Compliance With Laws. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement, including, but not limited to HIPAA for Customer’s own LeadingReach account maintenance, configuration, operation and procedures, including but not limited to, user/admin account access and security. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.
13.4. Assignment. Customer may not assign this Agreement or otherwise transfer any subscription created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of LeadingReach. LeadingReach may assign this Agreement without Customer’s prior written consent in the event of a sale of substantially all of its assets, a merger, or a change of control. LeadingReach will use commercially reasonable efforts to provide notice to Customer upon such assignment. Any assignment or transfer in violation of this Section shall be null and void.
13.5. Survival. The provisions set forth in Sections 1, 2.5, 3, 5, 8.2, 9, 10.6 and 13 of this Agreement shall survive termination or expiration of this Agreement and any applicable subscription hereunder.
13.6. Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices to LeadingReach shall be sent to 7719 Wood Hollow Dr. Suite 265, Austin, TX 78731 or to such other address as LeadingReach may designate in writing. All notices to Customer shall be sent to the address provided by Customer to LeadingReach or the address on file with LeadingReach. Unless otherwise specified, all notices to LeadingReach shall be sent to the attention of the CEO. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
13.7. Force Majeure. LeadingReach shall not be liable to Customer for any delay or failure of LeadingReach to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of LeadingReach. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
13.8. Restricted Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.
13.9. Entire Agreement. This Agreement, the API Use Agreement, the Acceptable Use Policy, Anti- Spam Policy and Privacy Policy are hereby incorporated by reference and constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. Where Customer’s access to the LeadingReach API is governed by an executed Order Form, the terms of that Order Form, including term and termination provisions, shall control over any conflicting provisions of the API Use Agreement solely with respect to the subject matter of that Order Form. Any signed copy of this Agreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original. In the event Customer is signing on behalf of a third party, Customer represents and warrants that it has the authority such third party’s agent to bind such third party to this Agreement and that all of Customer’s actions related to this Agreement will be within the scope of such agency relationship. Customer will defend, indemnify, and hold harmless LeadingReach from all losses resulting from Customer’s alleged breach of the foregoing sentence.
13.10. Modifications. LeadingReach may modify this Agreement at any time by providing Customer with thirty (30) days’ prior written notice of the proposed changes. Customer’s continued use of the Software after the effective date of any such modification constitutes acceptance of the modified Agreement. If Customer does not agree to a modification, Customer must notify LeadingReach in writing before the effective date of the change and cease using the Software. Notwithstanding the foregoing, any modification to an executed Order Form requires a written amendment signed by authorized representatives of both parties. The API Use Agreement, Acceptable Use Policy, Anti-Spam Policy, and Privacy Policy incorporated herein by reference may be updated by LeadingReach with thirty (30) days’ notice, and continued use of the Software after such update constitutes acceptance.
13.11. Nonsolicitation. During the term of this Agreement and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of LeadingReach without the prior written consent of LeadingReach. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of LeadingReach for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with LeadingReach. Violation of this provision shall entitle LeadingReach to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.
13.12. Publicity. LeadingReach may include Customer’s logo and name on its publicly displayed customer lists, website, and marketing materials without further consent from Customer. Customer agrees to reasonably consider LeadingReach’s request for a co-branded press release or testimonial and will not unreasonably withhold participation in such activities.
13.13. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
13.14. Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
13.15. Choice of Law. This agreement shall be governed and interpreted by the laws of the state of Texas without regard to the conflicts of law provisions of any state or jurisdiction. Any dispute, claim, or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be determined by binding arbitration in Austin, Texas, before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its comprehensive arbitration rules and procedures. Judgment on the award may be entered in any court having jurisdiction. Each party waives any right to a jury trial and any right to participate in a class action or class arbitration in connection with any dispute arising under this agreement. This clause shall not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Subject to the foregoing, any action arising out of or related to this agreement shall be brought in the state or federal courts located in Austin, Texas.
13.16. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or permitted assigns any rights, remedies, obligations, or liabilities whatsoever. No patient, provider, or other third party shall be deemed a third-party beneficiary of this Agreement.
13.17. Name Changes. Any change to Customer’s legal name or organizational identity must be reported to LeadingReach in writing with supporting documentation within thirty (30) days of such change. A name change does not release Customer from any payment obligations accrued or arising under this Agreement prior to or following such change. LeadingReach reserves the right to charge a reasonable administrative fee for processing name change requests.
13.18. Customer Workforce Obligations. Customer shall: (a) train all Authorized Users on the requirements of this Agreement applicable to their access and use of the Software; (b) take appropriate disciplinary action against any Authorized User who violates the terms of this Agreement; and (c) immediately notify LeadingReach upon the termination of employment or engagement of any Authorized User and revoke such individual’s access credentials without delay. Customer is solely responsible for all activity that occurs under its Account.
13.19. Customer Indemnification. Customer shall indemnify, defend, and hold harmless LeadingReach and its Affiliates, officers, directors, employees, and agents from and against any claim, cost, or liability, including reasonable attorneys’ fees, arising out of or related to: (a) the negligent or unauthorized use of the Software by Customer or its Authorized Users; (b) any breach by Customer or its Authorized Users of any representation, warranty, or obligation under this Agreement; (c) any access to or use of the Software under credentials assigned to Customer or any Authorized User, whether or not authorized; (d) Customer’s violation of any applicable law or regulation; or (e) the Messaging Laws or Customer’s failure to obtain, maintain, or honor required consents in connection with its use of the SMS Features.
13.20. Free and Evaluation Access. If LeadingReach provides access to the Software or any beta, pre-release, or early-access features to Customer for free, evaluation, or beta purposes, as identified by LeadingReach, such access and/or features are provided “AS IS” without warranty of any kind, express or implied, indemnification, or support and are not subject to any service level commitments or support obligations under this Agreement. LeadingReach may terminate such access at any time in its sole discretion without notice or liability. All other terms of this Agreement apply to such access to the extent they do not conflict with this Section.
13.21. SMS and Text Messaging. If Customer utilizes any SMS or text messaging features made available through the Software (“SMS Features”), Customer represents and warrants that, prior to sending any message via the SMS Features to any recipient, Customer has obtained all legally required consents and authorizations from such recipient in compliance with all applicable federal, state, and local laws and regulations, including without limitation the Telephone Consumer Protection Act (TCPA), HIPAA and its implementing regulations, and any applicable carrier or messaging platform requirements including LeadingReach’s third-party messaging service providers (“Messaging Laws”), as may be updated from time to time. Customer acknowledges that LeadingReach is an independent software vendor providing messaging infrastructure and is not responsible for Customer’s compliance with the foregoing obligations.
13.22. Electronic Signature and Acceptance. By checking the acceptance box, clicking “I Accept,” or executing an Order Form, Customer agrees that such act constitutes Customer’s electronic signature to this Agreement pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §7001 et seq., and Customer consents to conduct business with LeadingReach by electronic means.
13.23. Suspension. In addition to its other rights hereunder, LeadingReach may suspend any Authorized User’s access or Customer’s entire Account immediately if LeadingReach determines in its sole discretion that such access may jeopardize the security, confidentiality, privacy, integrity, or availability of the Software or any information within it, or that Customer or any Authorized User has violated or may violate this Agreement or applicable law. LeadingReach’s election to suspend shall not waive or affect its right to terminate this Agreement.
13.24. Dispute Resolution. Prior to initiating any arbitration or other proceeding under this Agreement, the parties shall make a good faith effort to resolve the underlying dispute, including: (i) escalating the matter to management-level personnel of each party who have authority to settle the dispute, for a period of ten (10) business days; and (ii) if unresolved, further escalating to a vice president-level executive of each party for an additional ten (10) business days. Compliance with this Section is a condition precedent to initiating any arbitration hereunder.