This PENCIL Health, LLC Membership Agreement (this “Agreement”) is a legally binding agreement between PENCIL Health, LLC, an Arizona limited liability company doing business as PENCIL Health (“PENCIL Health,” “we,” “us,” or “our”), and the individual healthcare professional or organization identified in the applicable online order, checkout page, or enrollment record (“Order Form”) that accepts this Agreement (“Member,” “you,” or “your”). If an individual accepts this Agreement on behalf of a medical practice, professional entity, employer, or other organization, that individual represents and warrants that the individual has authority to bind that organization, and “Member” includes that organization.
By checking the required acceptance box, typing your name as an electronic signature, clicking the purchase or enrollment button, or otherwise electronically accepting this Agreement, you acknowledge that you have read, understood, and agree to be bound by this Agreement, the Order Form, and the PENCIL Health Privacy Policy. The Order Form is incorporated into this Agreement. If there is a conflict, the Order Form controls only with respect to the membership plan, number of authorized accounts, initial price, and billing details expressly stated there, and this Agreement controls in all other respects.
2Membership and Services
During an active paid membership, PENCIL Health will provide access to the features included in Member’s plan, which may include the PENCIL Care Plan Library, practice branding and customization tools, private practice content, content updates, plan-creation tools, staff access, new platform features, and member support (collectively, the “Services”). Unless an Order Form states otherwise, each professional membership includes one professional login and three individual staff logins. A Member may request additional staff logins, up to a maximum of five staff logins per professional membership. Additional staff logins are subject to PENCIL Health’s approval, account verification, and any fee disclosed to and accepted by Member before activation. Exact features and other usage limits are those displayed on the Order Form or current plan description.
PENCIL Health may improve, modify, replace, or discontinue features and content. We will not materially reduce the core paid functionality of a membership during its then-current annual term without providing a commercially reasonable substitute or, if we discontinue the paid membership without cause and no reasonable substitute is available, a prorated refund of prepaid fees for the unused portion of that term.
3Annual Term, Automatic Renewal, and Cancellation
AUTOMATIC RENEWAL NOTICE: YOUR MEMBERSHIP BEGINS ON THE PURCHASE DATE AND CONTINUES FOR ONE YEAR. UNLESS YOU CANCEL BEFORE THE RENEWAL DATE, IT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR TERMS, AND THE PAYMENT METHOD ON FILE WILL BE CHARGED THE APPLICABLE ANNUAL MEMBERSHIP FEE PLUS TAXES.
By accepting this Agreement and completing enrollment, you expressly authorize PENCIL Health and its payment processor to charge the payment method on file for the initial annual fee and each renewal fee until you cancel. We intend to send a renewal reminder to the account email at least 30 days before each annual renewal, or within any different period required by applicable law. Failure to receive a courtesy reminder does not extend the term or eliminate a properly disclosed renewal, except where applicable law provides otherwise.
You may cancel automatic renewal at any time before the renewal date through the online account billing settings, if available, or by emailing penciladmin@pencilhealth.com from the account email. Cancellation stops future renewal charges but does not immediately terminate access; membership remains active through the end of the paid term. PENCIL Health will send confirmation of cancellation. You are responsible for retaining that confirmation.
4Fees, Taxes, Payment, and Refunds
Membership fees are billed annually in advance in U.S. dollars. Member is responsible for applicable sales, use, transaction, or similar taxes, excluding taxes based on PENCIL Health’s net income. Except where required by law or expressly stated in a written promotion or Order Form, all fees are non-refundable, annual fees are not prorated, and there are no partial-term refunds. A cancellation request received after a renewal charge applies to the next renewal and does not reverse the current annual charge, except where required by law.
PENCIL Health may change standard plan fees by providing notice at least 60 days before the affected renewal. Fee changes do not alter the then-current paid term. If payment fails, we may retry the payment method, request an updated method, and suspend access. Unless a longer period is required by law, failure to cure nonpayment within 15 days after notice may result in termination and loss of any grandfathered or Founding Member rate.
5Founding Membership
Founding Membership is available only to the first 100 eligible physicians accepted and enrolled by PENCIL Health under that offer. A Founding Member’s base individual annual membership renewal rate is $599 while all of the following remain true: (a) the membership remains active and uninterrupted; (b) the account remains in good standing; (c) renewal payments are made when due or cured within the stated payment-cure period; and (d) PENCIL Health continues to offer a substantially similar individual membership category.
The Founding Member rate applies only to the base membership and does not include optional add-ons, additional professional seats, enterprise services, implementation work, taxes, or future products not included in that membership. Founding status has no cash value, may not be sold or transferred outside the original purchasing organization, and may not be combined with another offer unless PENCIL Health agrees in writing.
A membership is considered interrupted if Member cancels, allows it to lapse, fails to cure payment, transfers it outside the purchasing organization, or PENCIL Health terminates it for breach. After an interruption, any later enrollment is subject to the price and terms then in effect. PENCIL Health may reinstate Founding status only in a written confirmation.
7Limited License and Permitted Patient Use
Subject to payment and continuing compliance with this Agreement, PENCIL Health grants Member a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license during the active membership term to access and use the Services and PENCIL Care Plans within Member’s own practice.
This license permits Member and its Authorized Users to:
review, select, print, download, and customize PENCIL Care Plans using authorized platform features;
distribute care plans to Member’s own patients in connection with care delivered by Member’s practice;
retain care plans already issued to patients in the applicable patient record as required or permitted by law; and
make reasonable internal copies needed for Member’s permitted clinical workflow.
Patient copies properly issued during an active membership may remain with those patients after the membership ends. This does not permit Member to use the library for new patients, create new copies, or continue platform access after expiration or termination.
8Prohibited Uses
Member and Authorized Users may not, directly or indirectly:
sell, sublicense, rent, publish, syndicate, or commercially redistribute PENCIL Health content;
post substantial portions of the library on a public website, shared drive, public database, social platform, or other publicly accessible location;
provide the library or platform access to an unrelated clinic, clinician, publisher, vendor, insurer, employer, or other third party;
scrape, crawl, harvest, bulk-download, data-mine, or use automated means to extract content except through functionality expressly provided by PENCIL Health;
use PENCIL Health content or platform output to train, fine-tune, benchmark, or populate an artificial intelligence system, language model, competing care-plan library, or competing product without written permission;
reverse engineer, decompile, disassemble, bypass access controls, probe vulnerabilities, or interfere with the security or operation of the Services;
remove or alter copyright, trademark, attribution, version, disclaimer, or other proprietary notices except where an authorized customization feature expressly permits it;
share login credentials, misrepresent identity or licensure, or exceed purchased usage or seat limits;
use the Services unlawfully, deceptively, outside applicable professional scope, or in a manner that infringes another person’s rights; or
represent that PENCIL Health endorses Member, guarantees Member’s care, or assumes responsibility for Member’s clinical decisions.
9Member Content, Practice Branding, and Feedback
“Member Content” means original text, logos, trade names, contact information, templates, and other materials Member uploads or creates, excluding PENCIL Health content and any derivative elements based on it. As between the parties, Member retains its rights in Member Content. Member represents that it has all rights and permissions needed to provide and use Member Content and that the content is accurate, lawful, and noninfringing.
Member grants PENCIL Health and its service providers a non-exclusive, worldwide, royalty-free license to host, reproduce, process, format, display, and transmit Member Content only as reasonably necessary to provide, secure, support, and improve the Services and comply with law. This license ends when the content is deleted from our systems, subject to ordinary backup retention, legal obligations, and any separate written agreement.
Member is solely responsible for clinical or substantive changes it makes to a care plan. Submission of content for possible inclusion in the shared PENCIL Care Plan Library requires a separate, affirmative submission or written agreement; content placed in a private practice library is not, solely by that placement, submitted for public or member-wide publication.
If Member voluntarily provides ideas, suggestions, or feedback that do not contain patient information or Member’s confidential information, Member grants PENCIL Health a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or attribution.
10PENCIL Health Intellectual Property
PENCIL Health and its licensors own all right, title, and interest in and to the Services, PENCIL Care Plan Library, PENCIL Framework™, platform design, software, workflows, selection and arrangement of content, graphics, branding, trademarks, and related materials, including updates and improvements. Except for the limited license expressly granted in this Agreement, no ownership or intellectual-property rights are transferred to Member. All rights not expressly granted are reserved.
11Clinical and Professional Responsibility
PENCIL Health provides educational content and workflow tools. PENCIL Health does not practice medicine, provide medical or legal advice, establish a clinician-patient relationship, diagnose or treat any person, make patient-specific decisions, or supervise Member’s practice. The Services support—but do not replace—professional judgment.
Member is solely responsible for all diagnoses, treatments, prescriptions, procedures, informed consent, warnings, contraindications, documentation, follow-up, referrals, emergency instructions, patient communications, and other patient care. Before giving any care plan to a patient, Member must independently review it for clinical accuracy, currency, completeness, appropriateness for that patient, applicable law, professional standards, scope-of-practice requirements, allergies, medications, comorbidities, health literacy, and individual circumstances.
References to content as “evidence-based” describe PENCIL Health’s intended editorial approach; they are not a warranty that every statement is exhaustive, error-free, current at all times, or appropriate for every patient. PENCIL Health does not guarantee patient comprehension, adherence, outcomes, risk reduction, reimbursement, regulatory compliance, or satisfaction of any legal or professional standard of care. Care plans are not a substitute for the medical record, required disclosures, informed-consent documentation, or direct communication with a patient.
12Content Updates and Corrections
Medical information and professional guidance change over time. PENCIL Health may revise, replace, or withdraw care plans and may notify members of material corrections. Member is responsible for using the current platform version, reviewing update notices, and determining whether previously issued information requires patient follow-up. Downloaded or printed copies do not automatically update.
13No Emergency Use
The Services are not designed for emergencies, real-time clinical monitoring, urgent communication, or crisis response. Member must provide patients with appropriate emergency instructions and direct them to call 911 or seek emergency care when clinically indicated.
14Account Privacy and No Patient Information
PENCIL Health’s collection and use of membership, account, billing, device, and website information are described in the Privacy Policy. The Services are designed as a professional care-plan library and practice workflow resource. They are not a patient portal, electronic health record, patient messaging service, or repository for patient information.
DO NOT ENTER, UPLOAD, STORE, OR TRANSMIT PATIENT NAMES, CONTACT INFORMATION, MEDICAL RECORD NUMBERS, DATES OF BIRTH, IMAGES, CLINICAL RECORDS, OR OTHER INFORMATION THAT IDENTIFIES OR COULD REASONABLY IDENTIFY A PATIENT THROUGH THE SERVICES.
Member must not use the Services in a manner that causes PENCIL Health to receive, maintain, or transmit patient information on Member’s behalf. If Member prints or downloads a general care plan and later adds patient information outside the Services, or distributes it through an external printer, email account, text service, patient portal, electronic health record, or other system, that activity occurs outside the Services and is solely Member’s responsibility. Member is responsible for the privacy, security, patient authorization, retention, and legal requirements applicable to those external activities and systems.
15Security and Access Protection
PENCIL Health will use commercially reasonable administrative, technical, and organizational measures appropriate to the Services. No internet service or security measure is completely secure or uninterrupted, and PENCIL Health does not guarantee absolute security. Member must use reasonable safeguards, strong passwords, appropriate role-based access, current devices and software, and prompt deactivation of former personnel. We may suspend access when reasonably necessary to investigate or contain a security threat.
16Third-Party Services
The Services may depend on or link to payment processors, hosting providers, electronic health records, communications services, or other third-party products. Third-party products may be governed by separate terms and privacy practices. PENCIL Health is not responsible for third-party products, changes, outages, or acts except to the extent liability cannot lawfully be excluded.
17Service Availability and Support
PENCIL Health may perform maintenance and may experience interruptions, errors, or delays. We do not guarantee uninterrupted or error-free availability. Support methods and response targets, if any, are those stated in the applicable plan or separate written service-level agreement.
18Disclaimers of Warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PENCIL HEALTH DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND RESULTS. PENCIL HEALTH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR COMPATIBLE WITH EVERY SYSTEM, OR THAT ALL DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY.
19Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, PENCIL HEALTH AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY; COST OF SUBSTITUTE SERVICES; OR CLAIMS ARISING FROM MEMBER’S CLINICAL DECISIONS, PATIENT CARE, MODIFICATIONS, OR COMMUNICATIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF PENCIL HEALTH AND THE OTHER PENCIL HEALTH PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE MEMBERSHIP FEES ACTUALLY PAID BY MEMBER TO PENCIL HEALTH DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
20Indemnification
To the fullest extent permitted by law, Member will defend, indemnify, and hold harmless PENCIL Health and its owners, officers, directors, employees, contractors, licensors, and service providers from and against third-party claims, demands, actions, damages, judgments, settlements, penalties, losses, and reasonable attorneys’ fees arising out of or relating to: (a) Member’s or an Authorized User’s clinical decisions, patient care, or patient communications; (b) customization, alteration, distribution, or misuse of a care plan; (c) Member Content; (d) a violation of law, professional duty, privacy obligation, or this Agreement; or (e) negligent or willful acts or omissions by Member or its Authorized Users.
PENCIL Health will provide reasonably prompt notice of an indemnified claim and reasonable cooperation. Member may control the defense with counsel reasonably acceptable to PENCIL Health, but may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release PENCIL Health without PENCIL Health’s written consent.
21Suspension and Termination
PENCIL Health may suspend or restrict access if reasonably necessary for nonpayment, suspected unlawful activity, a security threat, misuse, excessive or automated extraction, violation of professional or licensing requirements, or material breach of this Agreement. When reasonably practicable, we will give notice and an opportunity to cure. We may terminate for a material breach not cured within 10 days after notice, or immediately when the breach is incurable, creates material risk, involves fraud or unlawful conduct, or threatens the Services, patients, PENCIL Health, or third parties.
No refund is due when suspension or termination results from Member’s breach or nonpayment. If PENCIL Health terminates an active paid membership without cause or permanently discontinues the membership without a commercially reasonable substitute, PENCIL Health will provide a prorated refund of prepaid base membership fees for the unused portion of the term.
22Effect of Expiration or Termination
When membership expires or terminates, the license and access rights end. Member must stop accessing the Services and using PENCIL Health content for new patients. Member may retain care plans already delivered to patients and copies that must remain in patient records for legal, regulatory, or professional reasons, but may not reuse those copies as a substitute for an active license. Before the end of the term, Member should export Member Content through available platform features if it wishes to retain that content.
Provisions that by their nature should survive will survive expiration or termination, including payment obligations, intellectual property, prohibited uses, clinical responsibility, account-privacy and patient-information restrictions, warranty disclaimers, liability limitations, indemnification, dispute provisions, and general terms.
23Changes to This Agreement
PENCIL Health may update this Agreement to reflect changes in law, the Services, or business practices. We will post the updated Agreement with a revised effective date and provide notice of material changes. Material changes ordinarily will apply at the next renewal. Changes required for law, security, or prevention of abuse may take effect earlier after reasonable notice. If Member does not agree to a future change, its remedy is to stop using the Services and cancel renewal before the change applies. An updated agreement will not retroactively alter accrued payment obligations or claims unless required by law or expressly agreed.
24Electronic Communications and Electronic Signature
Member consents to transact electronically and to receive agreements, disclosures, receipts, renewal notices, billing notices, policy updates, and other communications electronically at the account email or through the platform. Member agrees that its electronic acceptance and signature have the same force and effect as a handwritten signature. Member may download or print this Agreement and may request an electronic copy by emailing penciladmin@pencilhealth.com. Member must maintain a valid account email and promptly update it.
25Dispute Resolution; Governing Law and Venue
Before filing a lawsuit, a party will send written notice describing the dispute and requested resolution, and the parties will attempt in good faith for 30 days to resolve it informally. This requirement does not prevent either party from seeking temporary or emergency injunctive relief, protecting intellectual property or confidential information, or pursuing a claim before an applicable limitations period expires.
This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws rules, except to the extent that the mandatory law of another jurisdiction applies and cannot lawfully be waived by contract. Any action arising out of or relating to this Agreement or the Services must be brought exclusively in the state courts located in Maricopa County, Arizona, or the United States District Court for the District of Arizona, and each party consents to personal jurisdiction and venue there, except where applicable mandatory law requires otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
26Notices
Notices to Member may be sent to the account email, posted in the platform, or delivered by another method reasonably calculated to provide notice. Notices to PENCIL Health must be sent to penciladmin@pencilhealth.com and, for formal legal notices, by nationally recognized overnight courier or certified mail to: PENCIL Health, LLC, 10117 N 92nd St Ste 101, Scottsdale, AZ 85255. Email notices are deemed received when sent unless the sender receives a delivery failure; mailed notices are deemed received on documented delivery.
27Assignment
Member may not assign or transfer this Agreement, membership, account, or license without PENCIL Health’s prior written consent, except for an approved seat reassignment within the same purchasing organization. PENCIL Health may assign this Agreement in connection with a merger, reorganization, financing, sale of assets, or transfer of the Services, provided the assignee assumes PENCIL Health’s obligations. Any prohibited assignment is void.
28Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, epidemic, war, terrorism, civil unrest, labor disruption, utility or internet failure, government action, or failure of third-party infrastructure, except that this section does not excuse payment obligations for Services already provided.
29General Terms
This Agreement, the Order Form, the Privacy Policy, and any applicable separate written addendum constitute the entire agreement concerning the membership and supersede prior or contemporaneous proposals, communications, and understandings on that subject. A waiver must be in writing and applies only to the stated instance. If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain in effect. Headings are for convenience only. The parties are independent contractors; this Agreement does not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship. There are no third-party beneficiaries.
30Contact Information
PENCIL Health, LLC10117 N 92nd St Ste 101, Scottsdale, AZ 85255Email: penciladmin@pencilhealth.comWebsite: https://www.pencilhealth.com
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