Terms of Service

1. The Program

The Program is a business system for healthcare practices and includes, as described on the registration or order page: access to the RootSignal™ report application; done-for-you marketing assets (advertising creative, landing pages, booking and nurture flows); the RootSignal™ patient funnel and conversion system; the patient book; standard operating procedures and team training materials; access to the RootSignal™ Provider Portal; and guided onboarding.

Not included: the Bluetooth pulse sensor used for scans (purchased separately by Client from a third-party retailer, approx. $50); laboratory services for saliva panels (provided and billed by third-party laboratories under their own terms); and any third-party software, advertising spend, or services Client elects to use. RootSignal™ is not responsible for third-party products or services.

2. 14-day trial

Registration starts a 14-day trial (the “Trial”). No amount is charged at registration; a valid payment card must be placed on file. During the Trial, Client receives access to the Program as described in Section 1 and selects a plan under Section 3.

Cancelling during the Trial. Client may cancel at any time before the end of day 14 by clicking the cancel link included in any Trial email, by replying CANCEL to any Trial text message, or by emailing [email protected]. A cancellation received before the end of day 14 results in no charge and ends access.

Day 14. If Client has not cancelled before the end of day 14, the card on file is charged for the plan Client selected and the Initial Term begins (Section 3). RootSignal™ sends courtesy reminders before the charge (approximately four days and one day before); failure to receive or read a reminder does not extend the Trial or excuse the charge.

The Trial is available once per practice. RootSignal™ may decline or end a Trial that appears to be duplicative, fraudulent, or used to access the Program materials without a good-faith intent to evaluate the Program.

3. Plans, fees & payment

Client selects one of two plans at registration. Both plans purchase a 12-month Initial Term that begins on the day-14 charge date.

• Annual plan. One payment of $2,500 USD, charged on day 14, for the full 12-month Initial Term.
• Monthly plan. $249 USD per month for 12 consecutive months ($2,988 total). The first payment is charged on day 14 and each subsequent payment is charged automatically to the card on file on the same day of each following month until 12 payments have been made. The Monthly plan is a 12-month commitment, not a month-to-month subscription.

Prices are in U.S. dollars and exclude any applicable taxes. Client authorizes RootSignal™ and its payment processor to charge the card on file for the amounts above and agrees to keep a valid card on file for the Initial Term. Client may update the card at any time through the payment-update link in Program emails.

Failed payments. If a scheduled payment fails, RootSignal™ will retry the card and notify Client. If the payment remains unpaid after retry, RootSignal™ may pause access to the Program until the balance is paid. Amounts due are not waived by a paused account.

Third-party financing. If Client elects to finance the purchase through a third-party financing provider, that financing arrangement is solely between Client and the financing provider. RootSignal™ is not a party to, and makes no representations regarding, any financing agreement. Client’s payment obligations to the financing provider are independent of these Terms, and any dispute with a financing provider does not affect Client’s obligations or RootSignal™’s rights under these Terms.

4. Refunds & early termination

Annual plan: no refunds. The Annual plan payment is final and non-refundable, in whole or in part, for any reason, once charged. Client acknowledges that upon the day-14 charge Client has already received access to the Provider Portal and to RootSignal™’s confidential and proprietary intellectual property, including marketing systems, funnels, scripts, SOPs, training materials, and business methods, which by their nature cannot be returned once accessed.

Monthly plan: early termination. The Monthly plan is a commitment for the full 12-month Initial Term. If Client cancels, stops payment, or is terminated for breach before all 12 payments have been made, the remaining monthly payments become immediately due in full (the “Early-Termination Balance”), and Client authorizes RootSignal™ to charge that balance to the card on file. Access ends on termination. The Early-Termination Balance survives termination and any pause of access.

Client’s acceptance of this Section is a material condition of the license granted in Section 6. Client agrees not to initiate any chargeback or payment dispute that is inconsistent with this Section; RootSignal™ reserves the right to contest any such dispute and to suspend or terminate access during its pendency.

5. Renewal

No automatic renewal. Neither plan renews automatically. At least thirty (30) days before the end of the Initial Term, RootSignal™ will send Client a renewal offer (Annual or Monthly, at then-current pricing). Continuing after the Initial Term requires Client to sign a new 12-month agreement. If no new agreement is signed, the Program ends at the end of the Initial Term and no further amounts are charged.

6. License; intellectual property

Subject to full and timely payment and compliance with these Terms, RootSignal™ grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Program materials solely for the internal business purposes of Client’s own practice at the location(s) identified at registration, for the duration of the Trial and any Initial Term or renewal term.

Client shall not: (a) share, sell, resell, license, publish, or otherwise distribute any Program materials to any third party; (b) use the Program materials to build, or assist any third party in building, a competing product or service; (c) copy, modify, or create derivative works of the Program materials except as expressly permitted for in-practice use (e.g., inserting Client’s own branding into fields designed for that purpose); (d) permit access to the Provider Portal or the report application by anyone other than Client’s own personnel; or (e) remove or obscure any proprietary notice.

All right, title, and interest in and to the Program, including the RootSignal™ name and marks, the report application, the Vitality Index, all content, materials, methods, and trade secrets, remain the exclusive property of RootSignal LLC. No rights are granted except as expressly stated in these Terms. This license terminates automatically upon any material breach of this Section 6 or Section 10, and at the end of the Trial (if Client cancels) or of the final term.

7. No guarantee of results

Client’s success is not guaranteed. The Program provides tools, systems, and training; outcomes depend substantially on factors within Client’s control and outside RootSignal™’s control, including without limitation Client’s team’s ability to properly deploy the Program as designed, the quality of Client’s customer service, Client’s clinical expertise and professional reputation, Client’s local market, competition, pricing, staffing, and Client’s compliance with applicable law. Any examples, case studies, or figures referenced in marketing materials (including statements such as “clinics that implement typically…”) are illustrations, not promises. RootSignal™ makes no guarantee of revenue, patient volume, conversion rates, or any other business outcome.

8. Client responsibilities; professional judgment

Client represents that it is, or is owned or supervised by, an appropriately licensed healthcare provider in good standing. Client is solely responsible for: (a) all clinical judgment, diagnosis, treatment, and patient care; (b) practicing within the scope of its licensure and applicable professional standards; (c) the accuracy and legal compliance of all marketing it runs, including any modifications to supplied assets; (d) compliance with all laws applicable to its practice, including HIPAA and state privacy, advertising, and healthcare laws; and (e) its own agreements with patients, labs, and vendors.

The RootSignal™ system, including the scan and the Vitality Index report, is a wellness and educational screening tool. It is not a diagnostic device, does not provide medical advice, and does not diagnose, treat, cure, or prevent any disease. Nothing in the Program constitutes medical, legal, or financial advice to Client or its patients.

9. HIPAA

Where Client’s use of the RootSignal™ application involves protected health information, the parties will execute RootSignal™’s Business Associate Agreement (“BAA”), which is incorporated into these Terms upon execution. Client may not scan a patient until the BAA is signed. Client remains responsible for its own obligations as a covered entity.

10. Confidentiality

The Provider Portal contents, SOPs, playbooks, training materials, funnels, scripts, and pricing constitute RootSignal™’s confidential information and trade secrets. Client shall protect them with at least the care it uses for its own confidential information (and no less than reasonable care), use them only as licensed, and not disclose them to any third party. This Section survives termination indefinitely with respect to trade secrets and for five (5) years otherwise.

11. Term; suspension; termination

These Terms take effect at Trial registration and continue through the Trial, the Initial Term, and any renewal term. RootSignal™ may suspend or terminate Client’s access to the Provider Portal and the report application if Client materially breaches these Terms (including Sections 4, 6, or 10), fails to pay an amount when due, initiates an improper payment dispute, or uses the Program unlawfully. No refund is due upon termination for breach, and on the Monthly plan the Early-Termination Balance (Section 4) becomes due. Sections 4, 10, 12, 13, 14, 15, 16, and 17 survive termination.

12. Access at term end; data

When the Trial ends by cancellation, or when the Initial Term or a renewal term ends without a new agreement, Client’s access to the report application and the Provider Portal closes. Patient data and protected health information held in the application are retained, returned, or destroyed as provided in the BAA. Client is responsible for exporting any reports it wishes to keep before access closes.

13. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE.” ROOTSIGNAL™ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ROOTSIGNAL™ DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) ROOTSIGNAL™’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAM SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO ROOTSIGNAL™ UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; AND (B) ROOTSIGNAL LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY.

15. Indemnification

Client will defend, indemnify, and hold harmless RootSignal LLC and its members, managers, employees, and agents from and against any claims, damages, and expenses (including reasonable attorneys’ fees) arising out of: (a) Client’s practice of medicine or provision of patient care; (b) Client’s marketing or business operations, including Client’s use or modification of Program materials; (c) Client’s breach of these Terms; or (d) Client’s violation of applicable law.

16. Governing law; venue

These Terms are governed by the laws of the State of Idaho, without regard to conflict-of-laws principles. The exclusive venue for any dispute arising out of or relating to these Terms shall be the state or federal courts located in Ada County, Idaho, and each party consents to personal jurisdiction there. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL to the extent permitted by law.

17. Miscellaneous

These Terms, together with the registration or order page (including the plan selected there), any signed Program Agreement, and any executed BAA, are the entire agreement between the parties regarding the Program and supersede all prior discussions. RootSignal™ may update these Terms prospectively; the version accepted at registration (or, for a renewal, at signature of the renewal agreement) governs that term. Client may not assign these Terms without RootSignal™’s written consent; RootSignal™ may assign to a successor in interest. If any provision is held unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control (excluding payment obligations). Notices to RootSignal™ may be emailed to [email protected].