Terms of Service
Effective date: June 12, 2026 · Last updated: 2026-07-25
These Terms of Service (the "Terms") are a binding agreement between Willowcare LLC, a Kentucky limited liability company, 212 N. 2nd St., Ste 100, Richmond, Kentucky 40475 ("TenorMD," "we," "us"), and the organization or individual that accesses TenorMD (the "Service"). By creating an account, accessing, or using the Service, you agree to these Terms, including the binding arbitration agreement and class-action waiver in Section 13. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization. If you do not agree, do not use the Service.
1. The Service
TenorMD is software that collects structured, anonymous, multi-source feedback about healthcare providers (from peers, support staff, referring providers, and self-assessment) and presents it in aggregate to support professional development, coaching, and performance improvement. The Service is a software tool only; it does not evaluate, rate, recommend, or make decisions about any individual, and no output of the Service constitutes medical, legal, employment, credentialing, or professional advice. You are solely responsible for how you use the feedback, for any decision or action you take or do not take based on it (including any coaching, evaluation, credentialing, privileging, employment, or disciplinary decision), and for ensuring that your use complies with applicable law, professional and accreditation standards, medical-staff bylaws, collective-bargaining agreements, and your own policies and processes. You agree that Willowcare LLC has no responsibility or liability of any kind for such decisions or actions.
2. Eligibility & accounts
You must be at least 18 and able to form a binding contract. You are responsible for the accuracy of your account information, for all activity under your accounts (authorized or not), and for safeguarding credentials. The Service requires multi-factor authentication for administrators; you agree to keep your second-factor device and recovery codes secure. You are responsible for the acts and omissions of all administrators, users, and reviewers you authorize or invite, as if they were your own.
3. Acceptable use
You agree not to: (a) attempt to identify, re-identify, or de-anonymize any reviewer or response; (b) submit protected health information, patient identifiers, or other information you are not authorized to share, including in free-text fields; (c) use the Service unlawfully, or in violation of any policy, bylaw, or contractual or statutory obligation that applies to you; (d) upload malicious code, probe or breach security, scrape, reverse engineer, or place unreasonable load on the Service; (e) use the Service to harass, retaliate against, or unlawfully discriminate against any person; (f) resell, sublicense, or provide the Service to third parties except as expressly permitted; or (g) access the Service to build a competing product. We may investigate suspected violations and may suspend or terminate access in our sole discretion, with notice where practicable.
4. Your data, consents & responsibilities
As between the parties, you own the data you and your reviewers submit ("Customer Data"). You grant us a worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data to provide, secure, support, and improve the Service. You are the controller of Customer Data; we act as your processor under our Privacy Policy and any applicable data-processing addendum. You represent and warrant that you have provided all notices and obtained all consents and authorizations required to invite reviewers and to collect, use, and process the Customer Data (including any consent required for email or SMS contact under CAN-SPAM, the TCPA, and similar laws), and that your Customer Data and its use through the Service do not violate any law or right of any person. We may use data that is aggregated and/or de-identified so that it does not identify you or any individual — for example, to produce benchmarks, statistics, and product improvements — and such data is not Customer Data; our rights in it survive termination.
5. Anonymity
The Service is designed so that responses are not linked to the reviewer who submitted them, and so that reports remain locked until a configurable minimum number of responses is reached. You acknowledge that anonymity also depends on factors outside our control — including the number of reviewers you invite, the content reviewers choose to write, and your own conduct — and that we do not guarantee anonymity or non-identifiability, including where the Service is misused or where a small reviewer pool or distinctive comment content makes inference possible.
6. Plans, fees & billing
Paid plans and current prices are described on our pricing page and are billed in advance on a recurring basis through our payment processor. All fees are non-refundable except where a refund is required by applicable law, and no refunds or credits are provided for partial periods, downgrades, or unused features. Your subscription renews automatically until you cancel; you authorize recurring charges until cancellation, which takes effect at the end of the then-current billing period. You are responsible for applicable taxes. We may change prices or plans prospectively with reasonable notice; changes take effect on your next billing cycle. We may suspend or downgrade the Service for non-payment.
Term commitments & early termination. Some plans are offered at a discounted rate in exchange for a minimum commitment (for example, a six-month or annual term) instead of the higher month-to-month rate. If you cancel or downgrade a committed plan before that commitment is fulfilled, you agree to pay an early termination fee equal to the discount you received — the difference between the month-to-month rate and your committed rate, multiplied by the number of months used under the commitment. This recovers the price reduction you received for committing; it is not a penalty. The fee is calculated as of the cancellation date and shown on your in-app Plan & billing page. We may waive it at our discretion.
7. Intellectual property
We and our licensors own all right, title, and interest in the Service, including its software, design, questionnaires we supply, documentation, and content (excluding Customer Data), and all related intellectual-property rights. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, and no other rights are granted by implication or otherwise. If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them for any purpose without obligation to you.
8. Confidentiality
Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, and either party may disclose information where required by law.
9. Term, termination & suspension
These Terms apply while you use the Service. You may stop using and cancel at any time. We may suspend or terminate access immediately for material breach (including suspected breach of Section 3), non-payment, security risk, or to comply with law, with notice where practicable; we are not liable for any suspension or termination in accordance with these Terms. On termination you may request export of your Customer Data within 30 days, after which we may delete Customer Data without further notice. Sections intended to survive (including 1, 4, 5, 7, 8, and 10–16) survive termination.
10. Disclaimers
THE SERVICE, AND ALL CONTENT, REPORTS, SCORES, THEMES, AND OTHER OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT FEEDBACK COLLECTED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, REPRESENTATIVE, OR FREE OF BIAS. THE SERVICE DOES NOT PROVIDE MEDICAL, LEGAL, EMPLOYMENT, OR PROFESSIONAL ADVICE AND IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT AND PROCESSES. ANY BETA OR PRE-RELEASE FEATURE IS PROVIDED WITH ALL FAULTS AND MAY BE CHANGED OR WITHDRAWN AT ANY TIME. WE ARE NOT RESPONSIBLE FOR THIRD-PARTY SERVICES (INCLUDING HOSTING, EMAIL, SMS, PAYMENT, AND IDENTITY PROVIDERS) OR FOR EVENTS OUTSIDE OUR REASONABLE CONTROL.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) WILLOWCARE LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; (b) WE WILL HAVE NO LIABILITY ARISING FROM ANY EMPLOYMENT, CREDENTIALING, PRIVILEGING, DISCIPLINARY, OR OTHER DECISION OR ACTION YOU TAKE, FROM THE CONTENT OF ANY REVIEWER'S RESPONSE, OR FROM ANY ACTUAL OR ATTEMPTED IDENTIFICATION OF A REVIEWER; AND (c) OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, FROM ALL CLAIMS AND CAUSES OF ACTION COMBINED, WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100 IF YOU HAVE PAID NOTHING. THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you; in that case liability is limited to the greatest extent permitted.
12. Indemnification
You will defend, indemnify, and hold harmless Willowcare LLC and its members, managers, officers, employees, and agents from and against all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data or any reviewer's submission; (b) your use of the Service or of any feedback obtained through it, including any employment, credentialing, privileging, or disciplinary decision or action; (c) your failure to provide required notices or obtain required consents (including for email or SMS contact); (d) your violation of law or of the rights of any person; or (e) your breach of these Terms — except to the extent a claim is finally determined to have been caused by our gross negligence or willful misconduct. We may assume the defense of any matter subject to indemnification at your expense, and you will not settle any such claim without our prior written consent.
13. Binding arbitration & class-action waiver
Please read this section carefully — it affects your legal rights. Any dispute, claim, or controversy arising out of or relating to the Service or these Terms that cannot be resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is Madison County, Kentucky; hearings may be conducted remotely. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this agreement to arbitrate. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Exceptions: either party may (i) bring an individual claim in small-claims court, or (ii) seek injunctive or other equitable relief in court to protect its intellectual property or confidential information. Claims period: to the extent permitted by law, any claim must be filed within one (1) year after it accrues, or it is permanently barred. Opt-out: you may opt out of this arbitration agreement by written notice to the address in Section 16 within 30 days of first accepting these Terms; opting out does not affect any other provision, including the class-action waiver to the extent enforceable outside arbitration.
14. Governing law & venue
These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any matter not subject to arbitration under Section 13, the parties irrevocably consent to the exclusive jurisdiction and venue of the Madison Circuit Court, Madison County, Kentucky, and the United States District Court for the Eastern District of Kentucky, and waive any objection based on personal jurisdiction, venue, or inconvenient forum.
15. Changes to the Service & these Terms
We may modify, suspend, or discontinue the Service or any feature at any time. We may revise these Terms; for material changes we will provide notice (for example, by email or in-product) and update the effective date. Your continued use after changes take effect constitutes acceptance of the revised Terms; if you do not agree, your sole remedy is to stop using the Service and cancel.
16. Miscellaneous
These Terms, with the Privacy Policy and any order or DPA, are the entire agreement and supersede all prior or contemporaneous agreements and understandings on this subject; no terms in any purchase order or similar document apply. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest remains in effect. You may not assign these Terms without our prior written consent, and any attempted assignment is void; we may assign freely, including in connection with a merger, acquisition, or sale of assets. No waiver is implied by any failure or delay in enforcement. Neither party is liable for delay or failure caused by events beyond its reasonable control (including outages of third-party infrastructure). There are no third-party beneficiaries. You will comply with applicable export and sanctions laws. Notices to us must be sent to Willowcare LLC, 212 N. 2nd St., Ste 100, Richmond, KY 40475 or [email protected]; we may give notice by email to your account address or in-product.