Terms of Service

1. Eligibility

You represent and warrant that:

• You are at least 18 years old
• You have the legal authority to enter into these Terms on behalf of yourself or your organization
• Your use of the Service complies with all applicable laws

The Service is not intended for use by minors. If we become aware that a user is under 18, we reserve the right to terminate their account immediately.

2. Accounts & Authentication

Authentication is managed via Amazon Cognito. You are solely responsible for:

• Maintaining the confidentiality and security of your account
• All activity that occurs under your account
• Safeguarding your login credentials
• Promptly notifying us of any unauthorized use of your account

We are not liable for any loss or damage arising from unauthorized access resulting from your failure to secure your credentials. You agree not to share your account credentials with any third party.

3. Organizational (Tenancy) Accounts

If you access the Service through an organization:

• Your organization’s administrator may control or restrict your account access, permissions, and data
• Data ownership disputes between you and your organization are your responsibility to resolve
• We are not liable for internal business disputes between you and your organization
• Your organization’s administrator is responsible for ensuring that all users within the tenancy comply with these Terms

Each tenancy is logically separated within our infrastructure. While we implement access controls to maintain tenancy isolation, tenancies are not physically segregated on separate infrastructure.

4. Payments & Billing

All payments are processed exclusively through Stripe. By subscribing to the Service, you agree to the following:

Payment Processing

• We do not directly store or handle payment card data
• We are not liable for errors, outages, or issues caused by Stripe or other payment processors
• You are responsible for ensuring your payment information is accurate and current

Fees & Billing

• All fees are non-refundable unless otherwise required by applicable law
• Fees are exclusive of applicable taxes, which are your responsibility
• We reserve the right to change pricing with reasonable advance notice
• Subscriptions automatically renew unless cancelled before the renewal date
• Failure to cancel before renewal will result in continued billing for the next billing cycle

Account Suspension for Nonpayment

We reserve the right to suspend or restrict access to your account if payment is overdue. Access will be restored upon receipt of payment. We are not liable for any data loss or disruption that occurs during a suspension due to nonpayment.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• Copy, reproduce, or redistribute any part of the Service without prior written consent
• Use the Service to develop or operate a competing product or service
• Upload or transmit viruses, malware, or any other malicious code
• Store data regulated under healthcare privacy laws (e.g., HIPAA)
• Infringe upon the intellectual property rights of any third party
• Engage in fraudulent, deceptive, or illegal conduct
• Use automated scraping, bots, or crawlers to access the Service
• Attempt to gain unauthorized access to other users’ accounts or tenancies
• Interfere with or disrupt the integrity or performance of the Service

We reserve the right to suspend or terminate accounts immediately, without prior notice, for violations of this section.

6. User Content & Responsibility

You retain ownership of all content you upload to the Service (“User Content”). By uploading User Content, you agree to the following:

License Grant

You grant Stonegate Systems LLC a worldwide, non-exclusive, royalty-free license to host, store, process, and display your User Content solely for the purpose of providing and maintaining the Service. This license terminates when you delete your content or your account, subject to reasonable backup retention periods.

Your Representations

• You represent that you have all necessary rights and permissions to upload your User Content
• Your User Content does not violate the intellectual property rights or privacy rights of any third party
• You are solely responsible for maintaining your own backup copies of your User Content

Limitation of Responsibility

We are not responsible for the loss, corruption, or unauthorized access to User Content, nor for any business losses arising from your reliance on User Content stored within the Service. The Service is not intended to serve as a primary backup or archival solution.

7. Intellectual Property

All rights, title, and interest in the Service — including but not limited to software, design, logos, trademarks, documentation, and all related intellectual property — are and remain the exclusive property of Stonegate Systems LLC.

These Terms do not grant you any right, license, or interest in any of our intellectual property except for the limited right to use the Service in accordance with these Terms. You may not use our name, logos, or trademarks without our prior written consent.

8. Service Availability & Modifications

The Service is provided on an “as available” basis. We reserve the right to, at any time and without liability:

• Modify, update, or enhance features of the Service
• Remove or deprecate functionality
• Suspend access for maintenance, security, or operational reasons
• Discontinue the Service entirely

We do not guarantee uptime, uninterrupted availability, or error-free performance. While we strive to provide reliable service, planned or unplanned downtime may occur, and we are not liable for any losses resulting from such downtime.

9. Data Hosting & Security

The Service is hosted on Amazon Web Services (AWS) infrastructure located in the United States (US-East-2 region). We implement industry-standard security measures including:

• Encryption of data at rest
• Encryption of data in transit (HTTPS/TLS)
• Logical access controls tied to tenancy boundaries

However, you acknowledge and agree that:

• No system or method of electronic transmission is completely secure
• We are not liable for failures, outages, or breaches caused by third-party infrastructure providers
• Cyberattacks, data breaches, or unauthorized access may occur despite commercially reasonable safeguards

For more information on how we handle your data, please see our Privacy Policy.

10. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided:

“As Is” · “As Available” · “With All Faults”

We expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy, completeness, or reliability of any outputs
• Suitability for any specific business use case

Without limiting the foregoing, we do not warrant or guarantee:

• The financial accuracy of any data, calculations, or outputs generated by the Service
• That outputs comply with any legal, regulatory, or industry requirements
• Error-free or uninterrupted operation of the Service
• That the Service will meet your specific requirements or expectations

Your use of the Service is at your sole risk.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Stonegate Systems LLC and its officers, directors, employees, and agents shall not be liable for any:

• Indirect, incidental, special, or consequential damages
• Punitive or exemplary damages
• Loss of profits, revenue, or anticipated savings
• Loss of data or goodwill
• Business interruption or downtime losses
• Cost of procurement of substitute goods or services

arising out of or in connection with your use of the Service, regardless of the cause or the theory of liability (including contract, tort, negligence, strict liability, or otherwise), even if we have been advised of the possibility of such damages.

Our total cumulative liability for all claims arising out of or related to these Terms or the Service shall not exceed the greater of:

• (a) one hundred U.S. dollars ($100 USD), or
• (b) the total amount paid by you to us in the three (3) months immediately preceding the event giving rise to the claim

This limitation applies regardless of the legal theory under which liability is sought and whether or not we have been advised of the possibility of such damages.

12. Indemnification

You agree to defend, indemnify, and hold harmless Stonegate Systems LLC and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your User Content
• Your use or misuse of the Service
• Your violation of applicable law or regulation
• Your breach of these Terms
• Any dispute between you and a third party related to the Service

This indemnification obligation survives the termination or expiration of these Terms and your use of the Service.

13. Limitation Period

Any claim or cause of action arising out of or related to these Terms or the Service must be filed within twelve (12) months after the event giving rise to the claim. Claims filed after this period are permanently barred. This limitation applies to the fullest extent permitted by applicable law.

14. Termination

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Legal or regulatory compliance requirements
• Security concerns or suspected unauthorized activity
• Nonpayment of fees
• At our sole discretion

Upon termination:

• Your right to access and use the Service ends immediately
• Your data may be deleted in accordance with our Privacy Policy
• We are not liable for any loss of data or access following termination
• Provisions that by their nature should survive termination (including limitation of liability, indemnification, and governing law) will continue in effect

You may terminate your account at any time by contacting us at support@stonegatescribe.com. Termination does not entitle you to a refund of any prepaid fees.

15. Dispute Resolution & Arbitration

To the fullest extent permitted by applicable law:

• Any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration, rather than in court
• You waive the right to a trial by jury
• You waive any right to participate in a class action, class arbitration, or representative proceeding
• All claims must be brought in your individual capacity, not as a plaintiff or class member in any purported class or representative proceeding

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

16. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to conflict of law principles. Any legal action or proceeding not subject to arbitration shall be brought exclusively in a jurisdiction selected by Stonegate Systems LLC. You consent to the personal jurisdiction of such courts.

17. Force Majeure

We shall not be liable for any delay or failure to perform our obligations under these Terms caused by events beyond our reasonable control, including but not limited to:

• Internet or telecommunications outages
• Cloud provider failures or service disruptions
• Cyberattacks, DDoS attacks, or other security incidents
• Government actions, orders, or regulations
• Natural disasters, epidemics, or pandemics
• Acts of war, terrorism, or civil unrest
• Labor disputes or strikes

Our obligations under these Terms will be suspended for the duration of any such force majeure event.

18. Changes to Terms

We reserve the right to modify these Terms at any time. When we make changes:

• The “Last Updated” date at the top of this page will be revised
• Material changes may be communicated via email or through a notice within the Service

Your continued use of the Service after any changes are posted constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Service.

19. Entire Agreement & Severability

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Stonegate Systems LLC regarding your use of the Service and supersede all prior or contemporaneous agreements, representations, and understandings.

If any provision of these Terms is found to be invalid, unenforceable, or unlawful by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

20. Contact Us

If you have questions about these Terms of Service, contact: