REFERRAL CONDUIT
Terms and Conditions
HIPAA Complaint
Provisional Patent Pending
SOC2 Compliance Audit
“Where Dental Referrals Connect while keeping your PHI Safe!”
REFERRAL CONDUIT TERMS AND CONDITIONSLast Updated: November 22, 20251. AGREEMENT TO TERMSThese Terms and Conditions ("Terms," "Terms of Service," or "Agreement") constitute a legally binding agreement between you ("Customer," "Provider," "User," or "you") and Referral Conduit, LLC ("Referral Conduit," "Company," "we," "us," or "our") governing your access to and use of the Referral Conduit platform, software, and services (collectively, the "Service" or "Platform").BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.These Terms apply to:Healthcare providers, practices, clinics, and health systemsAdministrators, staff, and authorized usersPatients receiving SMS communications through the Platform
2. SERVICE DESCRIPTION2.1 OverviewReferral Conduit provides a cloud-based healthcare referral management platform that enables healthcare providers to:Manage patient referrals between providersSend appointment reminders and confirmations via SMSTrack referral status and outcomesFacilitate care coordination and communicationImprove patient engagement and reduce referral leakage
2.2 SMS Messaging ServicesThe Platform includes SMS messaging capabilities powered by third-party telecommunications providers (e.g., Twilio). By using SMS features, you agree to:Obtain proper patient consent for all SMS communicationsComply with TCPA, HIPAA, and all applicable regulationsHonor opt-out requests immediatelyUse SMS only for permitted healthcare communicationsPay applicable message delivery fees
2.3 Service AvailabilityWe strive to provide 99.5% uptime but do not guarantee uninterrupted service. The Service may be temporarily unavailable due to:Scheduled maintenance (with advance notice when possible)Emergency maintenance or security updatesThird-party service provider outagesForce majeure events beyond our reasonable control
2.4 Changes to ServiceWe reserve the right to:Modify, suspend, or discontinue any part of the ServiceAdd or remove featuresUpdate pricing for new featuresChange third-party service providers
Material changes affecting core functionality will be communicated with 30 days' advance notice when commercially reasonable.3. ELIGIBILITY & ACCOUNT REGISTRATION3.1 Eligibility RequirementsTo use the Service, you must:Be a licensed healthcare provider or authorized representativeBe at least 18 years of ageHave legal authority to bind your organizationOperate a legitimate healthcare business in the United StatesComply with all applicable healthcare regulationsNot be on any government exclusion or sanction lists (e.g., OIG)
3.2 Account RegistrationYou must provide:Accurate, complete, and current informationValid business license and credentialsNational Provider Identifier (NPI)Authorized contact informationPayment information
You agree to:Update information promptly when it changesMaintain the confidentiality of your account credentialsNotify us immediately of any unauthorized accessAccept responsibility for all activities under your account
3.3 Account VerificationWe reserve the right to:Verify your credentials and business legitimacyRequest additional documentationConduct background checks and license verificationsDeny or terminate accounts that fail verificationRe-verify your credentials periodically
3.4 Prohibited UsersYou may not use the Service if you:Have had a previous account terminated for causeAre on any healthcare exclusion listHave active sanctions or license suspensionsEngage in fraudulent or illegal activitiesProvide false or misleading information
4. USER RESPONSIBILITIES & OBLIGATIONS4.1 Healthcare Provider ObligationsAs a healthcare provider using the Service, you must:Compliance:Comply with HIPAA, TCPA, and all applicable lawsExecute a Business Associate Agreement (BAA)Maintain current licenses and credentialsImplement appropriate privacy and security safeguardsTrain staff on proper Platform use and compliance
Patient Consent:Obtain valid opt-in consent before sending SMS messagesDocument all consent with date, time, and methodHonor opt-out requests immediately (within minutes)Make consent voluntary and clearly disclosedNot share consent across unrelated businesses or purposes
Data Accuracy:Provide accurate patient contact informationVerify patient identity before sending messagesUpdate information promptly when it changesRemove incorrect or outdated information
Appropriate Use:Use the Service only for legitimate healthcare communicationsSend transactional messages related to patient careAvoid marketing or promotional content without separate consentRespect quiet hours (8 AM - 9 PM patient local time)Maintain professional communication standards
Security:Protect account credentials and accessUse strong passwords and enable MFALog out of shared or public devicesReport security incidents immediatelyRestrict access based on job function (least privilege)
4.2 Staff & User ObligationsAuthorized users must:Complete required training before accessing the PlatformFollow organizational policies and proceduresUse the Service only for authorized purposesProtect patient privacy and PHI at all timesReport violations or suspicious activityNot share login credentials
4.3 Patient ObligationsPatients receiving SMS messages must:Provide accurate contact informationUpdate preferences when neededNot use SMS for medical emergencies (call 911)Reply STOP to opt out if desiredReport issues or concerns to their healthcare provider
5. ACCEPTABLE USE POLICYYour use of the Service is subject to our Acceptable Use Policy (AUP), which is incorporated by reference. Prohibited uses include but are not limited to:Strictly Prohibited:Any illegal activity or HIPAA violationsFraud, misrepresentation, or identity theftSpam, unsolicited marketing, or telemarketingSending messages without proper consentIgnoring opt-out requestsTransmitting malware or harmful codeUnauthorized access or security circumventionHate speech, harassment, or discriminatory contentMedical misinformation or fraudulent health claimsUsing the Service for non-healthcare purposes
See Full AUP: https://www.referralconduit.com/aupViolations may result in:Warning and corrective actionTemporary account suspensionPermanent account terminationLegal action and referral to authoritiesLiability for damages
6. PRIVACY & DATA PROTECTION6.1 Privacy PolicyYour use of the Service is subject to our Privacy Policy, which explains how we collect, use, and protect information. By using the Service, you consent to our privacy practices.Privacy Policy: https://www.referralconduit.com/privacy-policy6.2 HIPAA ComplianceReferral Conduit operates as a Business Associate under HIPAA. We will:Execute a Business Associate Agreement (BAA) with Covered EntitiesImplement administrative, physical, and technical safeguardsReport breaches as required by lawLimit PHI use to minimum necessaryMaintain audit logs and documentation
You remain responsible for:Ensuring you are HIPAA compliant as a Covered EntityObtaining patient authorizations as requiredConducting your own risk assessmentsTraining your workforceManaging your compliance program
6.3 Data OwnershipYour Data:You retain ownership of all patient data, content, and information you inputWe do not claim ownership of your dataYou grant us a limited license to process your data to provide the Service
Our Data:We own the Platform, software, technology, and all intellectual propertyWe own aggregated, de-identified usage data and analyticsWe own improvements and enhancements to the Service
6.4 Data SecurityWe implement industry-standard security measures including:Encryption in transit (TLS/SSL) and at restMulti-factor authentication (MFA)Role-based access controls (RBAC)Regular security audits and penetration testingIntrusion detection and preventionSecure data centers with physical securityRegular backups and disaster recovery procedures
You are responsible for:Your own network and device securityEmployee access managementPassword protectionSecure handling of data outside the Platform
6.5 Data Retention & DeletionActive Accounts: Data retained for duration of service useTerminated Accounts: Data retained for 90 days then deleted (unless required by law)Backups: Retained for 30 days for disaster recoveryLegal Requirements: Some data retained longer for compliance (typically 6-7 years)
You may request data export or deletion subject to legal retention requirements.7. BUSINESS ASSOCIATE AGREEMENT (BAA)7.1 BAA RequirementIf you are a HIPAA Covered Entity, a Business Associate Agreement (BAA) is required before using the Service. The BAA will:Define permitted uses and disclosures of PHIEstablish safeguards and security requirementsAddress breach notification proceduresSpecify termination provisionsComply with 45 CFR § 164.314(a)
7.2 BAA ExecutionYou must:Request and execute a BAA before processing PHIReview and sign within 30 days of account creationMaintain current contact information for BAA noticesNotify us of any BAA-related concerns or breaches
7.3 No PHI Without BAACRITICAL: Do not transmit PHI through the Platform until a fully executed BAA is in place. Using the Service without a BAA (when required) violates HIPAA and these Terms.8. FEES, BILLING & PAYMENT8.1 Pricing PlansService pricing is based on:Subscription tier (Basic, Professional, Enterprise)Number of users and/or patient volumeSMS message volume (per message pricing)Add-on features and integrationsImplementation and training services
Pricing available at: www.referralconduit.com8.2 Payment TermsBilling Cycle: Monthly or annual (your choice)Payment Method: Credit card, ACH, or invoice (for enterprise)Due Date: Payment due upon receipt of invoice or automatic chargeCurrency: All fees in U.S. Dollars (USD)
8.3 SMS Message FeesSMS messages are billed separately based on:Per-message pricing (varies by carrier and destination)Message segments (long messages = multiple segments)Delivery attemptsCurrent rates available in your account dashboard
8.4 Auto-RenewalSubscriptions automatically renew unless:You cancel at least 7 days before renewal dateYou downgrade or change plans before renewalWe terminate the agreement for cause
8.5 Price ChangesWe may change pricing with:30 days' notice for existing customersImmediate effect for new customersOption to cancel if you disagree with changesGrandfathered pricing for annual plans (until renewal)
8.6 Late PaymentsGrace Period: 5 days after due dateLate Fee: 1.5% per month (18% APR) or maximum allowed by lawSuspension: Account suspended after 15 days overdueTermination: Account terminated after 30 days overdueCollection: You pay all collection costs and attorney fees
8.7 TaxesFees exclude all taxes. You are responsible for:Sales tax, use tax, VAT, and other applicable taxesProviding valid tax exemption certificates if applicablePaying any taxes assessed by authorities
8.8 Refund PolicyMonthly Plans: No refunds for partial monthsAnnual Plans: Pro-rated refund if cancelled within first 30 daysSMS Credits: No refunds for unused message creditsSetup Fees: Non-refundableExceptions: Refunds at our sole discretion for service failures
9. INTELLECTUAL PROPERTY9.1 Our Intellectual PropertyReferral Conduit owns all rights to:The Platform, software, and technologyTrademarks, logos, and branding ("Referral Conduit" name and marks)Documentation, training materials, and contentPatents (including patent-pending technology)Copyrights in software code and materialsTrade secrets and proprietary information
You may not:Copy, modify, or reverse engineer the PlatformRemove proprietary notices or brandingUse our trademarks without permissionCreate derivative worksSell, sublicense, or transfer access to the Service
9.2 License Grant to YouWe grant you a limited, non-exclusive, non-transferable, revocable license to:Access and use the Platform during the subscription termUse documentation and training materials for internal purposesDisplay our branding as part of normal Platform use
This license terminates upon cancellation or termination.9.3 Your Content License to UsYou grant us a limited license to:Store and process your data to provide the ServiceDisplay your data within the PlatformUse de-identified, aggregated data for analytics and improvementsBackup your data for disaster recoveryUse your feedback to improve the Service
We will not:Sell your patient dataUse PHI for marketing without authorizationShare your data with third parties (except subprocessors with BAAs)Claim ownership of your data
9.4 Feedback & SuggestionsIf you provide feedback, suggestions, or ideas:We may use them without obligation or compensationYou grant us unlimited rights to incorporate themWe own any improvements resulting from your feedbackThis does not apply to your confidential patient data
9.5 Third-Party ServicesThe Platform may integrate with or use third-party services (EHRs, Twilio, etc.):Third-party terms apply to those servicesWe are not responsible for third-party service failuresYou may need separate agreements with third partiesIntegration availability may change
10. DISCLAIMERS & WARRANTIES10.1 Service "As Is"THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES INCLUDING:Merchantability: Fitness for a particular purposeNon-Infringement: Freedom from third-party claimsAvailability: Uninterrupted or error-free operationAccuracy: Completeness or reliability of data or contentSecurity: Complete protection from breaches or attacksResults: Specific outcomes or results from use
10.2 No Medical AdviceCRITICAL DISCLAIMER:The Service is an administrative and communication tool ONLYWe do not provide medical advice, diagnosis, or treatmentWe are not responsible for medical decisions or patient careHealthcare providers remain solely responsible for patient careSMS is not appropriate for medical emergencies—call 911
10.3 Third-Party ServicesWe are not responsible for:Telecommunications provider outages or failuresSMS delivery delays or failuresIntegration failures with third-party systems (EHRs, etc.)Changes to third-party APIs or servicesThird-party security breaches
10.4 Compliance ResponsibilityWhile we provide HIPAA-compliant infrastructure:You remain responsible for your own compliance programYou must conduct your own risk assessmentsYou must train your workforceWe do not guarantee compliance with all regulations in all jurisdictionsYou should consult legal counsel for compliance questions
10.5 Limited WarrantyWe warrant that:We have the right to provide the ServiceThe Service will substantially conform to documented functionalityWe will use commercially reasonable efforts to provide reliable service
Remedy: If we breach this warranty, your sole remedy is service correction or, if we cannot correct it, pro-rated refund for the affected period.11. LIMITATION OF LIABILITY11.1 Damages CapTO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICE IS LIMITED TO THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.11.2 Excluded DamagesWE ARE NOT LIABLE FOR:Indirect Damages: Lost profits, revenue, data, opportunities, or goodwillConsequential Damages: Business interruption, reputation harm, or competitive disadvantageIncidental Damages: Cost of substitute services or replacement equipmentPunitive Damages: Damages intended to punishSpecial Damages: Unique or unusual losses
This applies even if we were advised of the possibility of such damages.11.3 ExceptionsLiability limitations do not apply to:Our gross negligence or willful misconductDeath or bodily injury caused by our negligenceFraud or fraudulent misrepresentationOur breach of confidentiality obligationsOur indemnification obligationsViolations we cannot legally limit (varies by jurisdiction)
11.4 Allocation of RiskThese limitations reflect the allocation of risk between the parties and are a fundamental basis of our bargain. The Service pricing reflects these limitations.11.5 User LiabilityYou remain fully liable for:Your HIPAA violationsYour TCPA violationsPatient harm resulting from your use of the ServiceMisuse of patient dataViolations of these Terms or the AUPThird-party claims arising from your conduct
12. INDEMNIFICATION12.1 Your Indemnification ObligationsYou agree to indemnify, defend, and hold harmless Referral Conduit, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:Your use or misuse of the ServiceYour violation of these Terms or the AUPYour violation of HIPAA, TCPA, or other lawsYour patient data or contentUnauthorized use of PHI or patient informationClaims by your patients or third partiesYour negligence or misconductInfringement of third-party rights by your contentYour failure to obtain proper consents
12.2 Indemnification ProcessIf a claim arises:We will notify you promptly in writingYou will assume defense at your expenseWe may participate with our own counsel at our expenseYou will not settle without our prior written consentWe will cooperate reasonably at your expense
12.3 Our IndemnificationWe will indemnify you against third-party claims that our Service infringes their intellectual property rights, provided:You notify us promptly in writingWe control the defense and settlementYou cooperate reasonablyThe claim doesn't arise from your modifications or misuse
Our Remedies:Obtain a license for you to continue using the ServiceModify the Service to be non-infringingReplace the Service with non-infringing alternativeTerminate the Service and refund pro-rated fees
This is your sole remedy for infringement claims.13. TERM & TERMINATION13.1 TermThese Terms begin when you create an account and continue until terminated by either party.13.2 Termination by YouYou may terminate by:Monthly Plans: Cancel anytime with 7 days' notice (effective end of billing period)Annual Plans: Cancel with 30 days' notice (may receive pro-rated refund for first 30 days only)Procedure: Submit cancellation request through account settings or email support@referralconduit.com
13.3 Termination by UsWe may terminate or suspend your account:For Cause (Immediate):Material breach of these Terms or AUPHIPAA or TCPA violationsFraudulent or illegal activitySecurity threats or abuseNon-payment after 30 daysProviding false informationBreach of BAAHarm to our systems or other users
Without Cause:With 60 days' written noticeWith pro-rated refund of prepaid feesFor business reasons at our discretion
13.4 Effect of TerminationUpon termination:Immediately:Your access to the Service is revokedYour license to use the Platform terminatesObligation to pay outstanding fees continuesConfidentiality obligations surviveData processing under BAA ceases
Within 30 Days:You may request data export (one-time, at no charge)We will provide data in standard format (CSV, JSON, PDF)After 30 days, we may delete your data (except as required by law)
Permanent:You may not create a new account without our permission (if terminated for cause)Indemnification obligations surviveLimitation of liability survivesGoverning law and dispute resolution survive
13.5 No Refunds on TerminationNo refunds except:We terminate without cause (pro-rated refund)You cancel annual plan within first 30 days (pro-rated refund)As required by law
14. CONFIDENTIALITY14.1 Confidential Information"Confidential Information" includes:Patient data and PHI (yours)Platform architecture, algorithms, code (ours)Pricing, business terms, strategies (both parties)Non-public product roadmaps (ours)Security measures and vulnerabilities (ours)Any information marked "Confidential"
14.2 ObligationsThe receiving party must:Use Confidential Information only for the purpose disclosedProtect it with at least reasonable careNot disclose it to third parties without consentLimit access to those with a need to knowReturn or destroy it upon termination (upon request)
14.3 ExceptionsConfidential Information excludes information that:Was publicly known before disclosureBecomes publicly known through no breachWas independently developedWas rightfully received from a third partyMust be disclosed by law (with notice if possible)
14.4 Patient DataPatient data is your Confidential Information. We will:Process it only as permitted by the BAANot use it for our own purposes (except de-identified analytics)Implement appropriate safeguardsReport breaches as required
15. DISPUTE RESOLUTION15.1 Informal ResolutionBefore filing any claim, you must:Send written notice to: supportl@referralconduit.comInclude detailed description of the disputeAllow 30 days for us to respond and resolve informallyParticipate in good faith negotiations
15.2 Binding ArbitrationIf informal resolution fails, disputes will be resolved by binding arbitration, except:Claims for injunctive reliefIntellectual property disputesSmall claims court matters (under jurisdictional limits)
Arbitration Terms:Administrator: American Arbitration Association (AAA)Rules: AAA Commercial Arbitration RulesLocation: [Your County], Florida or virtualArbitrator: Single arbitrator selected per AAA rulesDiscovery: Limited to reasonable requestsAward: Final and binding; enforceable in any courtCosts: Each party pays own attorney fees unless arbitrator awards them
15.3 Class Action WaiverYOU WAIVE THE RIGHT TO:Participate in class actionsJoin or consolidate claims with other usersAct as a class representativeSeek relief affecting other users
Each party may bring claims only in their individual capacity.15.4 ExceptionsThe following may be brought in court:Claims for injunctive or equitable reliefIntellectual property infringement claimsViolations that cannot be arbitrated by lawSmall claims court actions
15.5 Opt-OutYou may opt out of arbitration by:Sending written notice within 30 days of first accepting these TermsEmail to: support@referralconduit.comSubject: "Arbitration Opt-Out"Include your name, account email, and statement you opt out
16. GENERAL PROVISIONS16.1 Governing LawThese Terms are governed by the laws of the State of Florida, without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.16.2 Jurisdiction & VenueSubject to arbitration provisions, exclusive jurisdiction and venue is in the state and federal courts located in [Your County], Florida. You consent to personal jurisdiction there.16.3 Entire AgreementThese Terms, together with:Privacy PolicyAcceptable Use PolicyBusiness Associate AgreementAny Order Forms or SOWs
constitute the entire agreement and supersede all prior agreements, whether written or oral.16.4 AmendmentWe may amend these Terms by:Posting updated Terms at referralconduit.com/termsProviding 30 days' notice for material changesEffective immediately for new features or legal requirements
Continued use after changes constitutes acceptance. If you disagree, you must terminate your account.16.5 WaiverFailure to enforce any provision does not waive our right to enforce it later. Any waiver must be in writing and signed by an authorized representative.16.6 SeverabilityIf any provision is found invalid or unenforceable:The remaining provisions remain in full effectThe invalid provision is modified to be enforceable to the maximum extentThe intent of the parties is preserved
16.7 Force MajeureWe are not liable for delays or failures due to events beyond our reasonable control, including:Natural disasters, pandemics, terrorismGovernment actions, war, civil unrestInternet or telecommunications failuresThird-party service provider outagesStrikes, labor disputes
16.8 AssignmentYou may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms:To an affiliate or subsidiaryIn connection with a merger, acquisition, or sale of assetsTo any successor entity
16.9 No Third-Party BeneficiariesThese Terms are solely between you and Referral Conduit. No third party has rights or may enforce these Terms, except:Our affiliates and subcontractors (who may enforce limitations of liability)Patients (who may enforce privacy protections)
16.10 NoticesTo You:Email to the address on your accountPosted notice in the PlatformMail to your billing address (for important matters)
To Us:General: support@referralconduit.comLegal: supportl@referralconduit.comCompliance: support@referralconduit.comMail: Referral Conduit, LLC, 333 Crockett Blvd #540671Merritt Island, FL 32953
Notices are effective upon delivery (email) or 3 business days after mailing.16.11 Relationship of PartiesYou and Referral Conduit are independent contractors. These Terms do not create:Partnership, joint venture, or agency relationshipEmployer-employee relationshipFranchisor-franchisee relationshipAuthority to bind the other party
16.12 Export ComplianceYou must comply with all U.S. export laws. You represent that:You are not in a country subject to U.S. embargoYou are not on any U.S. prohibited or restricted party listYou will not export or re-export the Service in violation of law
16.13 Government UsersIf you are a U.S. government entity, the Service is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Use is subject to these Terms.16.14 SurvivalThe following provisions survive termination:Payment obligationsIntellectual property rightsConfidentialityIndemnificationLimitation of liabilityDispute resolutionGeneral provisions
16.15 LanguageThese Terms are in English. Any translations are for convenience only. In case of conflict, the English version controls.16.16 HeadingsSection headings are for convenience only and do not affect interpretation.17. CONTACT INFORMATIONReferral Conduit, LLCGeneral Support:
Email: support@referralconduit.com
Legal & Compliance:
Email: support@referralconduit.com
Email: support@referralconduit.comPrivacy:
Email: support@referralconduit.comSecurity Incidents:
Email: support@referralconduit.comMailing Address:
Referral Conduit, LLC
333 Crockett Blvd #540671Merritt Island, FL 32953 Website:
www.referralconduit.com18. ACCEPTANCEBy checking the "I Agree" box, clicking "Accept," creating an account, or using the Service, you acknowledge that:✅ You have read and understood these Terms
✅ You agree to be bound by these Terms
✅ You have authority to bind your organization
✅ You are eligible to use the Service
✅ You understand the limitations and disclaimers
✅ You consent to electronic communicationsIf you do not agree, do not use the Service.19. ACKNOWLEDGMENTIMPORTANT: These Terms include:Binding arbitration (Section 15.2)Class action waiver (Section 15.3)Limitation of liability (Section 11)Disclaimer of warranties (Section 10)Your indemnification obligations (Section 12)
Please read carefully before accepting.END OF TERMS AND CONDITIONSRelated Documents:Privacy Policy: https://www.referralconduit.com/privacy-policyAcceptable Use Policy: www.referralconduit.com/aupBusiness Associate Agreement: Contact support@referralconduit.com
Document Version: 1.0
Last Updated: November 22, 2025
Next Review: May 22, 2026These Terms and Conditions comply with applicable federal and state laws governing healthcare communications, SaaS agreements, and electronic contracts.