Last updated: June 6, 2026

EMRFlow License Agreement

EMRFlow End-User License Agreement

Effective Date: June 6, 2026 Last Updated: June 6, 2026

This End-User License Agreement ("Agreement" or "License") governs your use of the EMRFlow software ("Software") provided by Facets Novum, LLC d/b/a EMRFlow ("EMRFlow", "we", "us", or "our"). By installing, accessing, or using the Software (or by clicking to accept when you create an EMRFlow account), you agree to be bound by this Agreement.

The "Software" includes:

• The EMRFlow mobile applications for iOS, iPadOS, and Android distributed through the Apple App Store and the Google Play Store.
• The EMRFlow web applications at https://emrflow.com/webapp and https://app.emrflow.com.
• The patient intake portal at https://forms.emrflow.com and the Solo Practice client portal accessible only via clinician-issued magic-link.
• Any updates, upgrades, patches, or modifications we provide.

This Agreement is a separate license from, and is in addition to, our Terms and Conditions and Privacy Policy. In the event of a direct conflict between this Agreement and the Terms and Conditions, the Terms and Conditions control.

1. License Grant

Subject to your compliance with this Agreement, the Terms and Conditions, and the Privacy Policy, EMRFlow grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Install and use the Software on devices owned or controlled by you.
• Use the Software solely for its intended purpose of supporting healthcare documentation, scheduling, communications, billing, and related clinical-workflow tasks within your role as a Practitioner, an authorized staff member of a Practitioner, or a Patient interacting with a Practitioner.

This license is conditional on your continued compliance with this Agreement and may be revoked at any time per the terms below.

2. Restrictions

You agree not to, and not to permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software, except to the extent permitted by applicable law that cannot be waived by contract.
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of any part of the Software, except to the extent permitted by applicable law that cannot be waived by contract.
• Rent, lease, lend, sell, redistribute, sublicense, or otherwise commercially exploit the Software.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notice on or in the Software.
• Use the Software to develop or train any machine-learning model or AI system, or to provide a competing product or service.
• Use the Software in any manner that violates applicable law, including without limitation HIPAA, the HITECH Act, state privacy law, state telehealth law, or any state licensing requirements.
• Use the Software to process Protected Health Information ("PHI") if you are a Practitioner who has not executed a Business Associate Agreement with EMRFlow.
• Bypass, disable, or otherwise circumvent any security mechanism, rate-limit, anti-abuse control, or licensing mechanism of the Software, including without limitation the device-attestation (Apple App Attest, Play Integrity), the automatic-sign-out enforcement, the Solo Practice subscription gate, or the Solo Practice client portal magic-link expiration.
• Conduct automated access against the Software (scraping, bots, unauthorized API harvesting) other than through documented EMRFlow APIs under appropriate authorization.

3. Ownership and Intellectual Property

The Software, including all source code, designs, graphics, user interfaces, audio, video, text, content, trademarks, and logos (other than User content), is owned by Facets Novum, LLC or its licensors and is protected by United States and international copyright, trademark, patent, and other intellectual property laws.

This Agreement grants you a license to use the Software; it does not transfer any ownership or any intellectual property right to you. EMRFlow reserves all rights not expressly granted.

User content (clinical notes, patient records, communications, and other content you create through the Software) is owned by you (or your patient, as applicable). You grant EMRFlow the limited rights described in the Privacy Policy and the Business Associate Agreement to process that content as necessary to provide the Software and the Services.

4. Updates, Upgrades, and Modifications

EMRFlow may issue updates, upgrades, patches, or other modifications to the Software at our discretion. Some updates may be required for continued use of the Software, including without limitation security patches, regulatory-compliance changes, and major-version upgrades.

When required updates are available, the Software may prompt you to update or may automatically fetch and apply the update on launch. Continued use of the Software after an update has been issued may require accepting and installing that update.

The features, functionality, and user interface of the Software may change over time. We are not obligated to maintain any specific feature.

5. App Store Terms

Where the Software is distributed through the Apple App Store or the Google Play Store, your use is also subject to the platform store's own terms (Apple Media Services Terms and Conditions for iOS/iPadOS; Google Play Terms of Service for Android). To the extent of any direct conflict between this Agreement and the platform store's terms with respect to the platform store's relationship with you, the platform store's terms control. EMRFlow remains the licensor of the Software to you.

For purposes of Apple's standard end-user-license-agreement requirements, you and EMRFlow acknowledge that this Agreement is between you and EMRFlow only, not with Apple, and that Apple is not responsible for the Software or its content. Apple has no obligation to provide maintenance or support of the Software. In the event the Software fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the App Store purchase price (if any); to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the Software. Apple is a third-party beneficiary of this Agreement to the extent of Apple's standard EULA requirements.

6. Term and Termination

6.1 Term

This Agreement is effective from the date you first install, access, or use the Software and continues until terminated as described below.

6.2 Termination by you

You may terminate this Agreement at any time by uninstalling the Software from all your devices and ceasing all use. If you have an EMRFlow account, see the Terms and Conditions for account-deletion procedures.

6.3 Termination by EMRFlow

We may suspend or terminate this Agreement and your right to use the Software at our discretion if you violate this Agreement, the Terms and Conditions, the Business Associate Agreement (if applicable), or applicable law, or if your account becomes inactive for an extended period.

6.4 Effect of termination

On termination, your right to use the Software ceases immediately. You must uninstall the Software from all devices. Sections of this Agreement that by their nature should survive termination will survive, including Sections 2 (Restrictions), 3 (Ownership), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 11 (Governing Law), and 12 (Dispute Resolution).

Data-handling on account termination is described in the Privacy Policy and the Business Associate Agreement.

7. Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, EMRFLOW DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE SOFTWARE IS NOT A MEDICAL DEVICE AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR CONDITION. THE SOFTWARE IS NOT A SUBSTITUTE FOR THE INDEPENDENT CLINICAL JUDGMENT OF A QUALIFIED HEALTHCARE PROFESSIONAL. THE SOFTWARE'S AI-ASSISTED FEATURES PRODUCE DRAFTS, NOT CLINICAL DECISIONS; THE PRACTITIONER IS SOLELY RESPONSIBLE FOR THE ACCURACY OF ANY CLINICAL DOCUMENTATION ATTRIBUTED TO THEM.

THE SOFTWARE IS NOT INTENDED FOR USE IN MEDICAL EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER.

WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR- FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FACETS NOVUM, LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUBPROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO YOUR USE OF THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply regardless of the legal theory on which the claim is based.

9. Indemnification

You agree to indemnify, defend, and hold harmless Facets Novum, LLC, its affiliates, officers, employees, agents, licensors, and subprocessors from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Software.
• Your violation of this Agreement, the Terms and Conditions, the Business Associate Agreement (if applicable), or applicable law.
• Your violation of any third-party right, including without limitation any intellectual property, privacy, or publicity right.
• Any content you submit, transmit, store, or share through the Software.
• Any patient interaction conducted through or facilitated by the Software.

10. Export Compliance

The Software may be subject to U.S. export-control laws and regulations. You agree to comply with all such laws and regulations, including without limitation:

• You are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.
• You are not listed on any U.S. government list of prohibited or restricted parties (including the Specially Designated Nationals list and the Denied Persons list).
• You will not export, re-export, or transfer the Software to any destination, person, or end-use prohibited by U.S. law.

11. Governing Law

This Agreement is governed by the laws of the State of Georgia, United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Dispute Resolution

Disputes arising out of or related to this Agreement are subject to the dispute-resolution procedure described in Section 18 of the Terms and Conditions (good-faith negotiation, followed by mediation in Georgia, followed by binding arbitration administered by the American Arbitration Association in Georgia).

Notwithstanding the foregoing, EMRFlow may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop the unauthorized use or disclosure of the Software or the violation of EMRFlow's intellectual property rights.

13. U.S. Government Restricted Rights

The Software is "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. §2.101. Government end-users acquire the Software with only those rights set forth in this Agreement.

14. Miscellaneous

14.1 Entire agreement

This Agreement, together with the Terms and Conditions, the Privacy Policy, the Business Associate Agreement (if applicable), and any plan-tier or order documents, constitutes the entire agreement between you and EMRFlow regarding the Software and supersedes any prior agreement on the same subject.

14.2 No waiver

Our failure to enforce any provision of this Agreement is not a waiver of our right to do so in the future.

14.3 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

14.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of assets, or otherwise.

14.5 Notices

Notices to EMRFlow must be sent to legal@emrflow.com or to the mailing address below. Notices to you may be sent to the email address on your account or posted in the Software.

15. Contact Us

Questions about this Agreement can be directed to:

Facets Novum, LLC d/b/a EMRFlow 3961 Floyd Rd, Suite 300-229 Austell, GA 30106 United States

General: support@emrflow.com Legal: legal@emrflow.com

By installing, accessing, or using the Software, you acknowledge that you have read, understood, and agreed to be bound by this License Agreement.

End of License Agreement.