Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, client portal, admin platform, content, calculators, dashboards, integrations, APIs, communications, and professional services provided by Rocklane, LLC ("Rocklane", "we", "us", "our"), collectively the "Services".

By accessing or using the Services, by clicking an "I agree" or similar control, or by signing a Statement of Work that incorporates these Terms by reference, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must not use the Services.

The Services are intended exclusively for healthcare operators and their authorized representatives, including dental and DSO operators, surgical specialty practices, dermatology and aesthetics, med-spa, mental health, concierge and direct primary care, and other healthcare specialty groups.

You may use the Services only if you are at least 18 years old, have the legal capacity to enter into a binding contract, and are not barred from using the Services under applicable law. You agree to provide accurate, current, and complete information when registering and to keep that information up to date.

Some features require an account. You are responsible for safeguarding your credentials, including any Sign in with Apple or Sign in with Google identity used to access the Services. You must promptly notify us of any unauthorized use of your account or any other security breach.

You are responsible for all activity that occurs under your account, whether or not you authorized it. We may suspend or terminate any account that, in our reasonable judgment, has been compromised or used in a manner that violates these Terms.

Specific deliverables, fees, service levels, project schedules, change-control procedures, acceptance criteria, audit rights, and other engagement-specific terms are governed by the signed Master Services Agreement ("MSA") and applicable Statements of Work ("SOWs") between Rocklane and the client. The MSA and the SOWs are the controlling commercial documents and prevail over these Terms for any conflict on the matters they address.

Authorized users from the client are bound by these Terms when they access the Services and remain subject to the client's contractual obligations under the MSA and any SOW.

When an engagement requires Rocklane to create, receive, maintain, or transmit Protected Health Information ("PHI") on behalf of a HIPAA covered entity, the parties will execute a Business Associate Agreement ("BAA"). The BAA governs permitted uses and disclosures, safeguards, breach notification, subcontractor flow-down, audit rights, and termination obligations.

You agree not to submit PHI through public website forms, the contact form, calculators, or unsecured email channels. PHI must only be transmitted through channels documented in the BAA and the SOW.

You agree to use the Services lawfully and in line with their intended healthcare growth and operational purposes.

• Do not use the Services to violate any law, regulation, or third-party right.
• Do not attempt to access accounts, data, systems, or features you are not authorized to use.
• Do not probe, scan, or test the vulnerability of any Rocklane system or breach any security or authentication measure.
• Do not introduce viruses, malware, or other harmful code, and do not interfere with or disrupt the Services or the servers and networks that support them.
• Do not scrape, crawl, harvest, or use automated means to access the Services except as permitted by a published robots policy or with our prior written consent.
• Do not reverse engineer, decompile, or disassemble any portion of the Services except to the extent applicable law expressly permits this restriction to be waived.
• Do not use the Services to send unsolicited bulk communications, to impersonate any person, or to misrepresent your affiliation with any person or entity.
• Do not use the Services to process data that is illegal to process or that you do not have the rights to share with us.

Rocklane and its licensors own all right, title, and interest in and to the Services, including the website, content, software, design systems, prompts, workflows, methodologies, and underlying technology. All rights not expressly granted to you are reserved.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the term of your engagement.

Ownership of client-specific work product is defined in the MSA and the applicable SOW. Tools, templates, methodologies, prompts, and reusable components created or used by Rocklane remain our property and are licensed to the client only as described in the MSA.

You retain ownership of the data you provide to us or instruct us to access ("Client Data"). You grant Rocklane a worldwide, royalty-free license to host, copy, transmit, display, and process Client Data solely to provide the Services and to comply with your instructions and applicable law.

You represent and warrant that you have all rights, consents, and authorizations necessary for Rocklane to process Client Data as contemplated by the MSA, the SOW, the BAA when applicable, and these Terms. You are responsible for the accuracy, quality, and legality of Client Data and for the means by which you acquired it.

The Services include features that use AI and machine-learning tools to draft content, summarize transcripts, score leads, generate recommendations, and accelerate analysis. AI outputs are probabilistic, may contain errors, and must be reviewed by qualified personnel before use.

You are responsible for human review of AI outputs in your context, particularly for any output that is clinical, legal, financial, or regulatory in nature. Rocklane does not warrant that AI outputs are accurate, complete, fit for any particular purpose, or compliant with any specific law or regulation.

We do not use Client Data to train public or third-party foundation models without your explicit written permission. Where AI providers are used as subprocessors, we contract for confidentiality and limited use commitments consistent with this section.

The Services may interoperate with third-party platforms such as analytics, ad networks, search consoles, CRMs, scheduling tools, call tracking, payments, and identity providers. Your use of any third-party service is governed by the agreement between you and that provider, and we do not control and are not responsible for those services.

If a third-party service stops providing functionality on which the Services depend, we may modify or discontinue affected features without liability to you, although we will use commercially reasonable efforts to provide equivalent functionality or notice in advance.

Fees, billing cadence, payment terms, late-payment interest, and refund policies are set out in the MSA and the applicable SOW. Unless stated otherwise, fees are exclusive of taxes, levies, and duties imposed by taxing authorities, and you are responsible for paying all such amounts other than taxes based on Rocklane's net income.

Payments not received by the due date may accrue late charges at the rate set out in the MSA, up to the maximum rate permitted by law. We may suspend the Services upon prior notice for nonpayment of undisputed amounts.

By providing your contact information you agree that Rocklane may send you transactional communications related to the Services, including security, billing, contract, and service-delivery messages. Marketing communications are sent only as described in the Privacy Policy and always include a one-click unsubscribe link.

When you communicate with our team by email, the Services may store the contents of those messages for delivery, archival, audit, and quality purposes.

The Services and our content do not constitute medical, legal, tax, accounting, regulatory, or financial advice. You should consult appropriately licensed professionals before relying on any information or output from the Services for matters that require professional judgment.

If you provide suggestions, ideas, enhancement requests, or other feedback about the Services, you grant Rocklane a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, modify, and incorporate such feedback into the Services without restriction or compensation.

Except as expressly stated in a signed MSA or SOW, the Services are provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, Rocklane disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, error-free, secure, free from harmful components, or that any defects will be corrected. We do not warrant any specific business outcome, lead volume, revenue lift, ranking, conversion rate, or return on investment, except where a specific outcome is expressly committed in an SOW with documented preconditions.

To the maximum extent permitted by law, in no event will Rocklane or its officers, directors, employees, contractors, affiliates, or licensors be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, goodwill, data, or business opportunities, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Rocklane's total aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the greater of one thousand United States dollars (US$1,000) or the amounts paid by you to Rocklane for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the limitations in this section may not apply to you to the extent prohibited by law. Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence, or any other liability that cannot be limited under applicable law.

You agree to defend, indemnify, and hold harmless Rocklane and its officers, directors, employees, contractors, affiliates, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your violation of these Terms, your misuse of the Services, your violation of any law or third-party right, or your provision of Client Data that you did not have the right to provide.

Rocklane will promptly notify you of any covered claim, give you reasonable cooperation in the defense and settlement of the claim, and let you control the defense and settlement, provided that any settlement that imposes obligations or admissions on Rocklane requires our prior written consent.

We may suspend or terminate your access to all or part of the Services at any time, with or without notice, for any conduct that we, in our sole reasonable judgment, believe is in violation of these Terms or harmful to the Services, to other users, or to third parties.

Upon termination of the MSA, your right to use the Services ends. Provisions of these Terms that by their nature should survive termination will survive, including intellectual property, warranty disclaimers, limitation of liability, indemnification, governing law, and dispute resolution.

These Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-laws principles. Subject to the Dispute resolution section below, any action arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Wake County, North Carolina, and you consent to personal jurisdiction and venue in those courts.

Please read this section carefully because it affects your rights. The parties will first attempt to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days after written notice describing the dispute, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will be conducted in English by a single arbitrator and seated in Wake County, North Carolina unless the parties agree in writing to a different location. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

To the maximum extent permitted by law, each party waives any right to participate in a class action, collective action, or representative action arising out of or relating to these Terms or the Services. Nothing in this section limits the right of either party to seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or to prevent unauthorized use of the Services.

You may not use, export, re-export, or transfer the Services in violation of any United States or other applicable export-control or sanctions laws. You represent that you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive United States sanctions and that you are not listed on any United States government list of restricted parties.

Rocklane will not be liable for any delay or failure to perform under these Terms due to causes beyond our reasonable control, including acts of God, natural disasters, governmental actions, public health emergencies, war, civil unrest, labor disturbances, internet or utility outages, and failures of third-party providers.

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

These Terms, together with the MSA, the SOWs, the BAA when applicable, and the Privacy Policy, constitute the entire agreement between you and Rocklane regarding the Services and supersede all prior or contemporaneous understandings on the subject matter.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent.

Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of that right or provision. No waiver is effective unless in writing and signed by an authorized representative of Rocklane.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

We may update these Terms from time to time. When we make material changes, we will update the effective date at the top of this page and, when appropriate, provide additional notice through the Services or by email. Your continued use of the Services after the effective date of an update means you accept the updated Terms.

Questions about these Terms can be sent to legal@rocklanehealth.com. Privacy and data-rights requests can be sent to privacy@rocklanehealth.com. You can also reach our team through the contact form on the Rocklane website.