Terms and Conditions

By using this website and/or engaging the services of ChiroSafe, LLC, you hereby agree to the Terms and Conditions as set forth below. ChiroSafe, LLC and our employees, associates, contractors, or partners also agree to be held to the terms and policies of this document.

DEFINITIONS. For purposes of these Terms and Conditions, the following definitions shall apply:
(a) “Computer System” shall mean the computer hardware, the computer software, and other technology/information systems running the practice operations of the Service Recipient, to include but not be limited to any device, inclusive of its software, which handles EHR, and/or transmits or stores PHI.
(b) “Services” shall mean the Operation, Management, Maintenance, and Configuration of the Computer System, specifically defined in Description of Services.
(c) “Management” shall mean the scheduling of the use of the Computer System, procurement of recommended equipment, and recommendation of changes and additions thereto.
(d) “Maintenance and Configuration” shall mean active monitoring and remedial maintenance and preventive maintenance of the Computer System for the purpose of keeping the system in healthy working order and aligning the system settings to the unique HIPAA compliance documentation of your office. ChiroSafe is not a provider of HIPAA documentation.

DESCRIPTION OF SERVICES AND MANNER OF WORK. Upon engaging our services for your chiropractic office, ChiroSafe may provide to your office any combination of the following services (“Services”) which shall be determined by your initial agreement and subsequent additions or deletions at either party request:
(a) ChiroSafe shall perform Services, which shall be subject to your written acceptance, and shall be performed by ChiroSafe employees except where contracted to third parties for special projects upon your written consent.
(b) The Computer System shall be available for Operation during the hours of 7:00am through 6:00pm, Monday through Friday and 7:00am through 12:00pm, Saturday, excluding legal holidays recognized by your office. ChiroSafe will not schedule work on the Computer Systems during these times unless required by the nature of the task needed, or as requested by your office.
(c) The preventive maintenance and, whenever possible, the remedial maintenance portions of the Maintenance shall be performed during the times that the Computer System is not scheduled for Operation. To the extent any Maintenance is required to be performed during the times that the Computer System is scheduled for Operation, ChiroSafe shall provide advance notice as to which portion of the Computer System for which Maintenance will be performed. Your office recognizes such notice may not be possible in emergency situations where the Computer System or a portion thereof unexpectedly experiences down time.
(d) The performance of ChiroSafe shall include ChiroSafe procurement of software and recommendations to your office for procurement of equipment sufficient to ensure that the Operation of the Computer System is uninterrupted.
(e) Sudden interruption of the Computer System or a portion thereof shall be reported by your office to ChiroSafe as soon as practical. ChiroSafe shall respond to such contact as soon as possible but no later than 24 hours after such report.
(f) ChiroSafe shall not be held liable for interruption or failure of Computer System or a portion thereof, or lack of HIPAA compliance of your office or your Computer Systems caused by failure to implement good faith and industry standard recommendations of ChiroSafe.
(g) During the term of service agreement, your office shall provide ChiroSafe with sufficient access to Computer Systems to perform Services.

EXPECTATIONS. ChiroSafe will conduct all correspondence with your office in a professional manner. We expect the same courtesy in return. Foul language and/or rude behavior toward our employees will not be tolerated and may be grounds for dismissal from our services, blocking accounts on social media, removal from our alert lists, etc. with the full remaining amount of your contract payable immediately if such occurs in the first 12 months of service.

FULFILLMENT POLICIES. ChiroSafe provides services only, we do not sell physical products. ChiroSafe service orders are fulfilled upon payment of first invoice. Invoices will note payment due upon receipt and provide list of payment methods available.

Refund Policy – ChiroSafe does not provide refunds for services already rendered. Prepaid services may be refunded according to the terms of the Service Agreement signed by client at time of engaging ChiroSafe as their cybersecurity and IT compliance provider.
Delivery Policy – ChiroSafe does not sell physical products, therefore we do not have need of deliveries for our orders.
Return Policy – ChiroSafe does not sell physical products, therefore our customers do not have need to return purchased goods to us.
Cancellation Policy – For monthly services, see the TERM section below. For other service cancellations, client may cancel at any time prior to commencement of work to be provided by ChiroSafe and may receive a refund, less a 10% research fee if applicable for preparing the scope of work. Cancellations after work has begun may receive a prorated refund based on the services provided versus services remaining.

PAYMENT. ChiroSafe provides an invoice to clients each month via email. Payment can be made online, or a check can be made payable to ChiroSafe, PO Box 849, Blackshear, GA, 31516. It is the client’s responsibility to maintain a current email address for billing purposes and to notify billing@ChiroSafe.com should the email address need to be updated.
In addition to any other right or remedy provided by law, if your office fails to pay for the Services when due, ChiroSafe has the option to treat such failure to pay as a material breach of our Agreement and may cancel the Agreement and/or seek legal remedies.

TERM. The initial Service Agreement term is for a period of twelve months. Beginning with the thirteenth month, Agreement may be terminated by either party upon 30 days prior written notice to the other party. In the event of early termination, ChiroSafe shall provide a prorated declaration of amounts due for services already performed.
In the event of any termination/cancellation of the Agreement, ChiroSafe may:
(1) Declare all amounts owed to be immediately due and payable.
(2) Cease performance of all Services without liability to your office.

Upon termination of Agreement (at the request of your office), ChiroSafe will uninstall all software and maintenance tools from Computer System which were provided by ChiroSafe during the term of this Agreement.

CONFIDENTIALITY. ChiroSafe, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of ChiroSafe, or divulge, disclose, or communicate in any manner, any information that is proprietary to your office without safeguarding of EHR and PHI. ChiroSafe and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of a Service Agreement. ChiroSafe shall at all times adhere to our posted Privacy Policy as posted on www.ChiroSafe.com/privacy_policy.

INDEMNIFICATION. ChiroSafe agrees to indemnify and hold your office harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against your office that result from the acts or omissions of ChiroSafe and/or ChiroSafe’s employees, agents, or representatives.

WARRANTY. ChiroSafe shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in ChiroSafe’s industry, professional community, and physical region, and will provide a standard of care equal to, or superior to, care used by service providers similar to ChiroSafe for similar services.

ChiroSafe warrants that the Services shall be of good quality and workmanship and in accordance with acceptable procedures for the Computer System, and that the Computer System will meet the specifications therefor. No Service Provider can GUARANTEE 100% prevention of viruses, ransomware, and other malware; nor can ChiroSafe guarantee Computer Systems to pass an audit. All best efforts will be made to ensure protection and compliance of your office IT assets. ChiroSafe will align the Computer System parameters to your office HIPAA documentation, provide recommendations for best practices, and document any specific case where a portion of the system cannot meet your office documentation.

DEFAULT. The occurrence of any of the following shall constitute a material default of our Service Agreement:
(a) The failure to make a required payment within 60 days of date due.
(b) The insolvency or bankruptcy of either party.
(c) The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of
creditors, application, or sale for or by any creditor or government agency.
(d) The failure to make available or deliver the Services in the time and manner provided for in the Agreement.

REMEDIES. In addition to all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement, the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time shall result in the automatic termination of the Agreement.

FORCE MAJEURE. If performance of the Agreement or any obligation under the Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

ARBITRATION. Any controversies or disputes arising out of or relating to an Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of the Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

SEVERABILITY. If any provision of these Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT. These Terms and Conditions may be modified or amended from time to time and shall be posted on our website and/or made available to interested parties by email whenever such modification is made.

GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Georgia.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of an Agreement between the parties shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of the Agreement.

ChiroSafe reserves the right to cancel a Service Agreement for any reason at any time.

Upon executing a ChiroSafe Service Agreement, this Terms and Conditions document shall be replaced by our Master Service Agreement, Business Associate Agreement, and Services Proposal; all of which shall be agreed to by client signature.