Terms & Conditions

By accessing or using VitalDesk, including any related website, dashboard, AI receptionist, communication tools, or workflow automation features, the clinic, healthcare provider, or organization using the Service (“Clinic,” “you,” or “your”) agrees to be bound by these Terms & Conditions (“Terms”).

If you do not agree to these Terms, you must not access or use the Service.

These Terms apply in addition to any separately signed Service Agreement, Business Associate Agreement (“BAA”), Order Form, or written agreement between the parties. If there is a direct conflict between these Terms and a signed Service Agreement, BAA, or Order Form regarding a specific subject matter, the signed document controls for that subject matter.

VitalDesk is a product of Creative World Prime LLC, a Florida limited liability company with its principal place of business in Tampa, Florida (“Company”).

These Terms govern access to and use of VitalDesk, an AI receptionist and patient communication platform for healthcare clinics.

VitalDesk provides AI receptionist conversations, appointment request intake, reschedule requests, cancellation requests, callback requests, SMS notifications, clinic dashboards, and related workflow automation services (collectively, the “Services”).

VitalDesk does not provide medical advice, diagnosis, treatment, emergency services, or clinical decision-making. VitalDesk is a communication and scheduling tool only. All clinical judgment, patient care decisions, medical determinations, and patient-specific decisions remain solely the responsibility of the Clinic and its licensed providers.

Only authorized representatives of a licensed healthcare clinic, medical practice, or healthcare organization may create a VitalDesk account.

By registering for or using VitalDesk, the Clinic represents and warrants that:

• The person registering has authority to bind the Clinic to these Terms;
• All registration information provided is accurate, current, and complete;
• The Clinic holds all licenses, permits, authorizations, and approvals required to operate as a healthcare provider in its jurisdiction;
• The Clinic will use the Service only for lawful business and healthcare communication purposes; and
• The Clinic’s use of the Service will comply with all applicable federal, state, and local laws.

Clinics are responsible for the clinic-side obligations listed below.

The Clinic is responsible for:

• Reviewing, verifying, and confirming all patient requests, appointments, reschedules, cancellations, and callback requests generated or facilitated by VitalDesk before they are treated as final or relied upon for clinic operations or patient care scheduling;
• Maintaining accurate, current, and complete clinic information inside the VitalDesk dashboard, including clinic hours, providers, services, contact details, scheduling rules, insurance information, appointment policies, and escalation instructions;
• Promptly updating clinic information whenever it changes;
• Obtaining, documenting, and retaining evidence of all required patient consents, including consent to SMS communication, consent to interact with an AI communication system where required, and any consent required under applicable privacy, healthcare, or telecommunications law;
• Complying with all applicable healthcare, privacy, telecommunications, consumer protection, and patient communication laws, including the Telephone Consumer Protection Act (“TCPA”) where applicable;
• Independently verifying any patient-facing information communicated by the AI receptionist before relying on it where clinical accuracy, urgency, patient safety, or operational accuracy is material;
• Training its workforce members on proper use of the Service and monitoring their compliance with these Terms, the BAA, and the Clinic’s internal policies;
• Promptly removing access for workforce members who no longer require access to the Service;
• Promptly notifying VitalDesk in writing of any suspected error, malfunction, unauthorized access, miscommunication, or security concern that could affect patient care, scheduling, privacy, or data security; and
• Taking immediate independent action to mitigate patient impact rather than relying solely on VitalDesk to do so.

The Clinic is responsible for its own covered-entity obligations, including clinical operations, patient consent practices, workforce training, access approvals, and use of VitalDesk within the Clinic workspace. VitalDesk is responsible for the business-associate obligations expressly assigned to VitalDesk under the signed BAA and applicable law.

The Clinic assumes all risk arising from its use of, or reliance on, the Service beyond the scope of the technology platform functions described in these Terms.

Each clinic using VitalDesk must enter into a one-year service agreement unless a different written agreement is signed by both parties.

Monthly recurring package fees remain due through the end of the applicable one-year contract term.

If a Clinic cancels before the end of the one-year term, cancellation stops future renewal but does not remove the Clinic’s obligation to pay the monthly recurring package fees due through the remaining contract term. After the one-year term ends, the Clinic may choose not to renew for an additional term.

The Clinic authorizes VitalDesk or its payment processor to charge the Clinic’s selected payment method for all recurring fees due during the contract term, including fees that remain due after early cancellation through the end of the then-current term.

Non-payment. Fees not received by the due date may result in suspension of Service access after three (3) calendar days’ written notice. VitalDesk reserves the right to pursue collection of unpaid fees, including reasonable attorneys’ fees and costs incurred in collection, to the extent permitted by law.

Fee changes. VitalDesk may adjust pricing for renewal terms upon at least thirty (30) days’ written notice before the renewal date.

In addition to the term and cancellation provisions above, VitalDesk may suspend or terminate a Clinic’s access to the Service immediately, without waiver of any fees owed and without liability to the Clinic, if the Clinic:

• Breaches these Terms, the BAA, or any signed Service Agreement and fails to cure the breach within five (5) business days after written notice;
• Commits a breach that VitalDesk reasonably determines cannot be cured;
• Uses the Service in a manner that VitalDesk reasonably believes poses an immediate risk to patient safety, data security, PHI/ePHI, platform integrity, or Service availability;
• Fails to pay fees when due;
• Attempts to bypass, misuse, disable, or interfere with platform security controls;
• Uses the Service for unlawful, fraudulent, abusive, or unauthorized purposes; or
• Engages in conduct that may expose VitalDesk, its vendors, patients, or other clinics to legal, security, privacy, or operational risk.

Suspension or termination under this Section does not relieve the Clinic of any payment obligations accrued, or that continue to accrue through the remainder of the contract term as described in Section 5.

Each Clinic that uses VitalDesk in connection with protected health information or electronic protected health information (“PHI”/“ePHI”) must sign VitalDesk’s Business Associate Agreement (“BAA”) before using VitalDesk for those workflows.

The BAA is a separate, controlling document that governs the parties’ respective obligations regarding PHI/ePHI. If there is any conflict between these Terms and the BAA regarding the handling of PHI/ePHI, the BAA controls.

As a general matter, and subject in all respects to the signed BAA:

• VitalDesk is responsible for the technical safeguards, infrastructure, and platform-level controls it implements as a business associate; and
• The Clinic is responsible for its own workforce members, devices, internal procedures, patient consent practices, access approvals, endpoint security, and appropriate use of VitalDesk within the Clinic workspace.

VitalDesk may use subprocessors and service providers that support hosting, communications, AI processing, transcription, telephony, security, payment processing, and infrastructure services, provided that vendors handling PHI/ePHI are subject to appropriate contractual safeguards, including BAAs where required.

Use of the Service for PHI/ePHI workflows without a fully executed BAA in place is a material breach of these Terms.

Multi-factor authentication (“MFA”) is required for clinic dashboard access.

Clinics must not bypass, disable, share, or misuse MFA, user accounts, passwords, access links, invite links, API keys, or other security controls.

Each user must use a unique account. The Clinic may not permit shared logins, shared MFA devices, generic staff accounts, or account sharing for access to VitalDesk.

The Clinic is responsible for security incidents arising from clinic-side actions, including but not limited to:

• Shared credentials;
• Unauthorized staff use;
• Use of unmanaged or unsecured devices;
• Failure to promptly remove access for former workforce members;
• Failure to use required MFA or access-control features;
• Failure to follow required access-control procedures communicated by VitalDesk;
• Misuse of account invite links or dashboard access; or
• Clinic workforce actions outside VitalDesk’s control.

VitalDesk is not liable for losses arising from the Clinic’s failure to maintain the access-security practices required under this Section.

The Clinic agrees to notify VitalDesk promptly, and in no event later than twenty-four (24) hours, upon becoming aware of any unauthorized access to, suspected compromise of, or misuse of its VitalDesk account.

By providing a mobile number and consenting to receive text messages from a Clinic, patients agree to receive appointment-related and customer care SMS messages sent by VitalDesk on behalf of that Clinic.

SMS messages may include appointment request confirmations, appointment approval or decline updates, reschedule updates, cancellation updates, callback notifications, appointment reminders, patient support follow-ups, and similar healthcare communication messages.

• Message frequency varies.
• Message and data rates may apply.
• Reply STOP to opt out at any time.
• Reply HELP for assistance, or contact the Clinic directly.
• Consent is not a condition of purchase or treatment.
• Opt-out requests will be processed promptly.

The Clinic remains responsible for ensuring patient communication preferences are honored outside of VitalDesk-facilitated channels as well.

The Clinic represents that it has obtained, or will obtain, all consents required by the Telephone Consumer Protection Act (“TCPA”) and applicable state law before enrolling any patient phone number for SMS communication through the Service.

VitalDesk sends messages on the Clinic’s behalf and as directed by the Clinic. The Clinic bears responsibility for the lawfulness and sufficiency of the underlying consent obtained from each patient.

VitalDesk may provide tooling to capture or record communication preferences, but the Clinic remains responsible for determining whether consent is legally sufficient for its intended messaging use.

VitalDesk is not an emergency service and is not monitored for emergencies.

Patients experiencing a medical emergency should call emergency services, such as 911 in the United States, or go to the nearest emergency department immediately.

VitalDesk disclaims all liability for any reliance on the Service in an emergency situation.

Clinics are responsible for clearly communicating appropriate emergency instructions to their patients and configuring VitalDesk escalation settings accurately.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VitalDesk does not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free;
• Any AI-generated output will be complete, accurate, or free of errors, omissions, delays, or misinterpretations;
• Appointment scheduling, rescheduling, cancellation processing, call transcription, call routing, or SMS content will always be accurate or successful;
• The Service will prevent scheduling conflicts, missed communications, duplicate requests, patient dissatisfaction, or operational errors;
• Third-party services, telecommunications networks, SMS carriers, AI providers, hosting providers, or integrated services will always be available or error-free; or
• Use of the Service will ensure legal, clinical, or regulatory compliance by the Clinic.

The Clinic acknowledges that AI systems may produce inaccurate, incomplete, unexpected, or misunderstood outputs. The Clinic’s own review, verification, and operational procedures under Section 4 are its primary safeguard against harm arising from such inaccuracies.

No advice or information, whether oral or written, obtained by the Clinic from VitalDesk or through the Service shall create any warranty not expressly stated in these Terms.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL VITALDESK, ITS OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including but not limited to loss of revenue, loss of profits, loss of patients, loss of goodwill, loss of data, business interruption, replacement service costs, or reputational harm, arising out of or related to the Service or these Terms, regardless of whether such damages were foreseeable and even if VitalDesk was advised of the possibility of such damages.
• VITALDESK’S TOTAL AGGREGATE LIABILITY arising out of or related to these Terms or the Service, for any and all claims in the aggregate, shall not exceed the total fees actually paid by the Clinic to VitalDesk in the six (6) months immediately preceding the event giving rise to the claim. This cap applies whether the claim arises from a single incident or is the cumulative result of multiple incidents.
• Without limiting the foregoing, VitalDesk shall not be liable for any patient’s decision to seek or forgo care, any clinical outcome, any missed, delayed, duplicated, or incorrect appointment arising from the Clinic’s failure to review or verify Service output as required under Section 4, patient conduct, third-party outages, clinic-side device or credential compromise, or acts or omissions of other software or communication providers integrated with the Service.
• These limitations apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statute, or otherwise.
• These limitations shall survive termination or expiration of these Terms.

Nothing in this Section is intended to limit liability in a manner not permitted by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for gross negligence, willful misconduct, or certain statutory obligations. In such cases, the above limitations apply only to the maximum extent permitted by law.

Nothing in this Section limits either party’s obligations under the BAA to the extent such obligations cannot be limited by contract or applicable law.

The Clinic agrees to defend, indemnify, and hold harmless VitalDesk, its officers, employees, contractors, affiliates, and service providers from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees and costs of investigation, arising out of or related to:

• The Clinic’s breach of these Terms, the BAA, or any signed Service Agreement;
• The Clinic’s failure to obtain, document, or maintain evidence of required patient consents;
• The Clinic’s failure to review or verify AI-generated appointment or communication outputs as required under Section 4;
• The Clinic’s violation of applicable law, including HIPAA, TCPA, state privacy law, state healthcare law, or consumer protection law;
• Security incidents arising from Clinic-side actions as described in Section 8;
• Any patient claim, complaint, or legal action arising from a missed, delayed, duplicated, or incorrect appointment, communication, notification, callback, or patient request, except to the extent finally determined by a court of competent jurisdiction to result solely from VitalDesk’s gross negligence or willful misconduct;
• Any content, information, configuration, instruction, or workflow the Clinic provides to VitalDesk or inputs into the Service; or
• Patient data provided without adequate consent or authorization.

VitalDesk will provide the Clinic with prompt written notice of any claim subject to indemnification. The Clinic will have the right to control the defense and settlement of such claim, provided that VitalDesk may participate with its own counsel at its own expense and no settlement admitting fault on VitalDesk’s part may be entered without VitalDesk’s prior written consent.

The Clinic agrees to cooperate fully with VitalDesk in the defense of any indemnified claim.

VitalDesk agrees to indemnify the Clinic against third-party claims arising directly from VitalDesk’s gross negligence or willful misconduct in providing the Service, subject in all respects to the limitations in Section 12 and the terms of the applicable BAA.

VitalDesk and its licensors retain all right, title, and interest in and to the Service, including all software, AI workflows, designs, interfaces, documentation, branding, templates, systems, and platform technology.

These Terms grant the Clinic a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term of the agreement, solely for the Clinic’s internal healthcare communication and workflow purposes.

No ownership rights are transferred to the Clinic.

Clinic data, including patient information entered into the Service, remains the property of the Clinic. VitalDesk may use PHI only as permitted by the BAA and applicable law to provide, secure, support, and maintain the Service.

VitalDesk may use aggregated or de-identified information to improve the Service, provided such information is de-identified in accordance with applicable law and does not identify the Clinic’s patients.

Any feedback, suggestions, ideas, enhancement requests, or recommendations the Clinic provides about the Service may be used by VitalDesk without restriction or compensation.

Each party agrees to protect the other party’s confidential, non-public information with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.

Neither party may disclose the other party’s confidential information to third parties except as required to perform under these Terms, the BAA, a signed Service Agreement, or as required by law.

Confidential information does not include information that:

• Is or becomes publicly available without breach of these Terms;
• Was known to the receiving party before disclosure;
• Is independently developed without use of the disclosing party’s confidential information; or
• Is lawfully received from a third party without a duty of confidentiality.

VitalDesk maintains administrative, technical, and physical safeguards appropriate to the nature of the data processed through the Service, as further described in the BAA.

VitalDesk’s safeguards may include MFA enforcement, session timeout, access controls, audit logging, encryption in transit, encryption at rest where supported, private file storage, vendor BAAs where required, and other commercially reasonable security measures.

In the event of a security incident affecting PHI/ePHI, VitalDesk will provide notification in accordance with the timelines and procedures specified in the BAA and applicable law, including the HIPAA Breach Notification Rule where applicable.

Notification of a security incident is not an admission of fault or liability.

The Clinic is responsible for promptly reporting suspected unauthorized access, credential compromise, workforce misuse, device loss, or other clinic-side security concerns involving the Service.

VitalDesk may modify these Terms from time to time.

Material changes will be communicated via the email associated with the Clinic’s account, through the dashboard, or by posting an updated version on the VitalDesk website with an updated “Last updated” date.

Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

VitalDesk may also modify, update, enhance, or discontinue features of the Service, provided that such changes do not materially reduce the core functionality contracted for during an active term without reasonable notice.

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disaster, war, terrorism, labor disputes, internet or telecommunications failures, cloud provider outages, AI provider outages, SMS carrier failures, third-party service provider outages, cyberattacks, governmental action, civil unrest, or public health emergencies.

These Terms shall be governed by the laws of the State of Florida, without regard to its conflict-of-laws principles.

Any dispute arising out of or relating to these Terms, the Service, or the relationship between the parties shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida, and each party consents to the personal jurisdiction and venue of those courts.

Each party waives any objection to such jurisdiction or venue, including any objection based on forum non conveniens.

These Terms are entered into solely between VitalDesk and the Clinic.

Nothing in these Terms is intended to, nor shall it, confer any right or remedy upon any patient, third-party payer, insurer, vendor, workforce member, or other individual or entity not a party to these Terms.

Patients interacting with the Service do so as the Clinic’s patients. Any dispute a patient may have concerning the Service shall be directed to and addressed by the Clinic in the first instance, without prejudice to VitalDesk’s obligations under the BAA where applicable.

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy.

No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise.

Any waiver must be in writing and signed by the waiving party to be effective, and shall apply only to the specific instance for which it is given.

The Clinic may not assign or transfer these Terms, its account, or its rights to use the Service without VitalDesk’s prior written consent.

VitalDesk may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, change of control, or sale of substantially all of its assets.

These Terms, together with the BAA and any signed Service Agreement or Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, understandings, proposals, or representations regarding the same subject matter.

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

Use of VitalDesk is also governed by our Privacy Policy.

For questions about these Terms, contact us at hello@creativeworldprime.com.