End User License Agreement

Last updated: March 2026  ·  Effective upon purchase  ·  Questions? support@wellspringweb.com

This End User License Agreement (“Agreement”) is a legal agreement between WellSpring Digital LLC (“Licensor,” “we,” “us,” or “WellSpring Digital”) and the individual or entity that purchases a license to the ChiroTemplate software (“Licensee,” “you,” or “Customer”). By purchasing, downloading, accessing, or using ChiroTemplate, you agree to be bound by the terms of this Agreement. If you do not agree, do not purchase or use the Software.

1. Definitions

• “Software” means the ChiroTemplate source code, including all React components, Netlify Functions, Supabase schema files, documentation, configuration files, and any related materials provided by WellSpring Digital under this Agreement.
• “License” means the rights granted to you under this Agreement.
• “Single Site” means one (1) publicly accessible domain or subdomain deployment operated for one (1) chiropractic or healthcare practice.
• “Managed Services” means the Done For You plan in which WellSpring Digital deploys and operates the Software on Licensee’s behalf.
• “Covered Entity” has the meaning ascribed to it under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”).
• “Protected Health Information” or “PHI” has the meaning ascribed to it under HIPAA.
• “Business Associate” has the meaning ascribed to it under HIPAA.
• “Derivative Work” means any modification, adaptation, translation, or enhancement of the Software made by or on behalf of Licensee for Licensee’s own use.

2. License Grant

Subject to the terms and conditions of this Agreement and timely payment of all applicable fees, WellSpring Digital grants you the following license based on your purchase tier:

3. Permitted Uses

Under any license tier, you may:

• Deploy the Software for a single chiropractic or healthcare practice on one (1) domain or subdomain;
• Modify the source code to customize the Software for your practice’s specific needs;
• Engage a contractor or developer to assist with modifications, provided they are bound by confidentiality obligations at least as protective as this Agreement and are working exclusively for your benefit;
• Maintain staging, testing, or development environments for the same Single Site, provided such environments are not publicly accessible as a separate production deployment.

4. Restrictions

You may not, and may not permit or assist any third party to:

1. Resell, sublicense, or redistribute the Software or any Derivative Work, in whole or in part, whether for compensation or free of charge;
2. White-label, rebrand, or repackage the Software to offer as your own product or service to third parties;
3. Use the Software as a foundation to develop a competing website template, SaaS product, or software product for sale or distribution to others;
4. Deploy the Software for more than one (1) practice or domain without purchasing one additional Single Site license per additional deployment;
5. Transfer this License to any other individual or entity without prior written consent from WellSpring Digital (e.g., in a sale of your practice — contact us to arrange a license transfer);
6. Remove, obscure, or alter any copyright notices, proprietary legends, or attribution within the source code;
7. Share the source code with any party outside your practice, other than contractors working exclusively on your Single Site deployment;
8. Reverse engineer any minified or compiled portions of the Software for purposes other than your own Single Site use.

5. Intellectual Property

The Software is licensed, not sold. WellSpring Digital and its licensors retain all right, title, and interest in and to the Software, including all copyright, patent, trade secret, trademark, and other intellectual property rights. This Agreement does not transfer any ownership rights to you.

Marketing phrases such as “use it forever,” “perpetual license,” and “yours to keep” refer solely to your right to use the Software under the license granted in Section 2. They do not imply, and shall not be construed as, a transfer of copyright or other intellectual property.

You retain ownership of any content you add to the Software (e.g., practice-specific text, images, and patient data). WellSpring Digital makes no claim to such content.

6. License Verification

The Software includes a license validation mechanism that periodically verifies your license key with WellSpring Digital’s servers upon administrator login. This system is designed solely to confirm active license status and prevent unauthorized multi-site deployments.

You acknowledge and agree that:

• The verification system does not transmit PHI, patient records, appointment data, or end-user site content to WellSpring Digital;
• The only information transmitted is the license key and a domain identifier sufficient to confirm single-site compliance;
• Circumventing, disabling, or tampering with the license verification mechanism constitutes a material breach of this Agreement and may result in immediate license termination.

7. Third-Party Services and Dependencies

The Software is designed to integrate with third-party services including, but not limited to, Supabase, Netlify, Stripe, Resend, Twilio, Plivo, and Google. You acknowledge and agree that:

• You are solely responsible for creating and maintaining your own accounts with all required third-party services;
• You are solely responsible for paying all fees charged by third-party services directly to those providers;
• You are solely responsible for reading, understanding, and complying with each third-party service’s terms of service and privacy policies;
• You are solely responsible for entering into any agreements required by law with third-party services that handle PHI on your behalf, including but not limited to Business Associate Agreements with Supabase (requires Supabase Pro plan or higher), Stripe, and Resend;
• WellSpring Digital is not responsible for any third-party service’s availability, pricing changes, terms changes, security incidents, or discontinuation;
• Changes to third-party services may require updates to the Software, and WellSpring Digital is not obligated to provide such updates outside of an active Update Subscription or Done For You subscription.

8. HIPAA & Healthcare Compliance

The Software is designed with healthcare privacy considerations in mind and includes features intended to support HIPAA-compliant deployments, including role-based access controls, row-level security policies, and encrypted data transmission. However, WellSpring Digital makes no representation or warranty that use of the Software, standing alone, constitutes HIPAA compliance for your practice.

For Template Only and Guided Setup customers: WellSpring Digital does not handle, store, or process PHI on your behalf and is not a Business Associate with respect to your deployment. You are solely responsible for executing BAAs with any third-party services that handle your patient data.

You, as the Covered Entity (the chiropractic or healthcare practice), are solely responsible for:

• Evaluating whether the Software meets your practice’s specific HIPAA obligations;
• Implementing and maintaining all technical, administrative, and physical safeguards required by the HIPAA Security Rule (45 CFR Part 164);
• Executing Business Associate Agreements with each third-party service that handles PHI in connection with your use of the Software (e.g., Supabase requires a signed BAA available on their Pro plan or higher);
• Training workforce members on appropriate use of the Software in accordance with your HIPAA policies;
• Conducting your own HIPAA risk assessments as required by 45 CFR §164.308(a)(1);
• Maintaining audit logs, breach notification procedures, and patient rights processes as required by applicable law;
• Ensuring that your use of all Software features (including patient messaging, file uploads, and appointment data) complies with applicable federal and state healthcare privacy laws.

9. Updates and Support

10. Managed Hosting Terms (Done For You)

This section applies exclusively to Done For You monthly subscribers.

Billing

Subscriptions are billed monthly at $349. Payment is due at the beginning of each billing cycle. There is no long-term contract requirement.

Cancellation

You may cancel at any time by emailing support@wellspringweb.com with “Cancel Done For You” in the subject line. Cancellation is effective at the end of the current billing period.

Exit — Within 12 Months

If you cancel within your first 12 continuous months of subscription and wish to retain your site on your own hosting accounts, a one-time $1,299 template license fee is required prior to code and configuration transfer. Upon payment, WellSpring Digital will transfer all source code and configuration to your accounts within 10 business days.

If you cancel and do not wish to retain the site, no additional fee applies. Your site will be taken offline at the end of the billing period.

Exit — After 12 Months

After 12 continuous months of subscription, upon cancellation you are entitled to a full ownership transfer at no additional charge. WellSpring Digital will transfer all source code, configuration, and documentation to your accounts within 14 business days of cancellation.

Data Portability

Patient data is stored in a Supabase project accessible to you at all times. Upon cancellation, you may export all data directly from Supabase using standard export tools. WellSpring Digital will not retain copies of your patient data after account access is revoked and will certify destruction of any locally cached copies upon request.

Suspension for Non-Payment

WellSpring Digital reserves the right to suspend Managed Services after a 10-day grace period following a missed payment. Suspension does not terminate the Agreement. Full services are reinstated upon payment of all outstanding amounts.

11. Payment and Refunds

Refund terms are governed by our separate Refund & Cancellation Policy, which is incorporated into this Agreement by reference.

12. Disclaimer of Warranties

13. Limitation of Liability

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so the above limitations may not apply to you in full.

14. Indemnification

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

1. Your use or misuse of the Software;
2. Your breach of any provision of this Agreement;
3. Your violation of HIPAA, state healthcare privacy laws, or any other applicable law or regulation;
4. Any unauthorized access to or breach of PHI stored in your deployment, to the extent caused by your actions, inactions, or misconfiguration;
5. Any Derivative Works you create and deploy;
6. Any claims by your patients or employees relating to your use of the Software.

15. Termination

This Agreement and the license granted hereunder will terminate automatically and without notice if you breach any of the Restrictions set forth in Section 4. WellSpring Digital may also terminate this Agreement immediately upon written notice if:

• You use the Software for any unlawful purpose;
• You fail to pay any amounts due under a Done For You subscription after a 10-day cure period;
• You breach any material obligation under this Agreement and fail to cure such breach within 14 days of written notice.

Upon termination: (a) all rights granted under this Agreement immediately cease (except as expressly provided in Section 10 for paid-up perpetual licenses); (b) you must immediately cease all use of the Software and destroy all copies in your possession or control; and (c) the following sections survive termination: Sections 5, 8, 12, 13, 14, and 16.

16. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Hunterdon County, New Jersey for any disputes arising under this Agreement.

Informal Resolution: Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute informally by contacting WellSpring Digital at support@wellspringweb.com. The parties will negotiate in good faith for a period of thirty (30) days before escalating.

Binding Arbitration (claims under $15,000): For any dispute involving a claim for damages of less than fifteen thousand dollars ($15,000), the parties agree to final, binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration shall be conducted in Hunterdon County, New Jersey (or remotely by mutual agreement). The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.

17. Entire Agreement; Miscellaneous

This Agreement, together with the Refund & Cancellation Policy and, for Done For You customers, Appendix A (Business Associate Agreement), constitutes the entire agreement between the parties with respect to the Software and supersedes all prior agreements, representations, and understandings.

Severability: If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of WellSpring Digital’s right to enforce that provision in the future.

Assignment: You may not assign this Agreement or any of your rights or obligations hereunder without WellSpring Digital’s prior written consent. WellSpring Digital may assign this Agreement freely. Any purported assignment in violation of this section is void.

Notices: Legal notices to WellSpring Digital must be sent by email to support@wellspringweb.com with “Legal Notice” in the subject line. Notices to you will be sent to the email address associated with your purchase.

No Agency: Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

Updates to this Agreement: WellSpring Digital may update this Agreement from time to time. Material changes will be communicated to active subscribers via email at least 30 days in advance. Continued use of the Software after the effective date of changes constitutes acceptance. Your perpetual license rights as of the date of purchase are not diminished by subsequent changes to this Agreement.

This Business Associate Agreement is entered into between WellSpring Digital LLC (“Business Associate”) and the chiropractic or healthcare practice subscribing to the Done For You plan (“Covered Entity”). This BAA is incorporated into and forms a part of the End User License Agreement between the parties.

A.1 — Definitions

Capitalized terms not otherwise defined in this Appendix have the meanings set forth in HIPAA, including 45 CFR Parts 160 and 164.

A.2 — Permitted Uses and Disclosures of PHI

Business Associate may use or disclose PHI only as follows:

• To perform Managed Services described in the Agreement — specifically, to deploy, configure, maintain, update, and support the Software on the Covered Entity’s behalf;
• As required by law;
• As permitted by this BAA and the HIPAA Privacy Rule.

Business Associate shall not use or disclose PHI for any purpose other than those specified above, and shall not sell PHI or use PHI for marketing purposes.

A.3 — Safeguards

Business Associate agrees to implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI, in accordance with the HIPAA Security Rule (45 CFR Part 164, Subpart C). Business Associate shall:

• Use commercially reasonable security measures for systems that store or transmit PHI;
• Limit access to PHI to personnel who require access to perform Managed Services;
• Not store PHI on local devices beyond what is necessary for immediate service tasks.

A.4 — Breach Notification

Business Associate shall notify Covered Entity of any Breach of Unsecured PHI (as defined under HIPAA) without unreasonable delay and in no event later than 60 days after discovery. Such notification shall include, to the extent possible:

• A description of what occurred;
• The types of PHI involved;
• The number of individuals affected (if known);
• Steps Business Associate is taking to mitigate harm.

Covered Entity retains sole responsibility for notifying affected individuals and the Department of Health and Human Services as required by the HIPAA Breach Notification Rule.

A.5 — Subcontractors

Business Associate may engage subcontractors that create, receive, maintain, or transmit PHI in connection with Managed Services only if Business Associate first obtains a written agreement from each such subcontractor that imposes the same restrictions and conditions on the use and disclosure of PHI as this BAA imposes on Business Associate.

A.6 — Access and Amendment

Business Associate agrees to make PHI in a Designated Record Set (if any is maintained by Business Associate) available to Covered Entity in accordance with 45 CFR §164.524. Business Associate agrees to incorporate any amendments to PHI in a Designated Record Set that the Covered Entity directs pursuant to 45 CFR §164.526.

A.7 — Accounting of Disclosures

Business Associate agrees to document disclosures of PHI and provide information to Covered Entity as necessary to permit Covered Entity to respond to a request for an accounting of disclosures in accordance with 45 CFR §164.528.

A.8 — Government Access

Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the U.S. Department of Health and Human Services for the purpose of determining compliance with HIPAA.

A.9 — Term and Termination of BAA

This BAA is effective as of the date the Done For You subscription begins and remains in effect until the termination of Managed Services. Upon termination:

• Business Associate shall return all PHI to Covered Entity or, if return is not feasible, destroy all PHI in Business Associate’s possession and certify such destruction in writing;
• If neither return nor destruction is feasible, Business Associate shall extend the protections of this BAA to any retained PHI and limit further use or disclosure to those purposes that make return or destruction infeasible.

Patient data stored in the Covered Entity’s Supabase instance remains accessible to and owned by the Covered Entity at all times and is not affected by termination of Managed Services.

A.10 — Covered Entity’s Obligations

Covered Entity agrees to:

• Notify Business Associate of any restriction on the use or disclosure of PHI that would affect Business Associate’s ability to perform Managed Services;
• Not request that Business Associate use or disclose PHI in a manner that would violate HIPAA;
• Obtain any required consents or authorizations from patients prior to providing PHI to Business Associate in connection with Managed Services.

A.11 — Miscellaneous

This BAA is governed by the same governing law and dispute resolution provisions as the Agreement (Section 16). To the extent of any conflict between this Appendix A and the main body of the Agreement with respect to PHI, this Appendix A controls. The parties agree to amend this BAA as necessary to comply with changes in applicable law.