By creating a WrenEHR practice account, accepting an invitation to join a practice on WrenEHR, or using the Platform, you agree to these Terms of Service ("Terms"). If you do not agree, do not use the Platform.
Wren Clinical LLC ("Wren Clinical," "we," "us") is a Washington limited liability company. These Terms govern access to and use of WrenEHR, the electronic health record and practice-management platform that Wren Clinical operates at ehr.wrenclinical.com – including the clinician application, the client portal, telehealth rooms, the Wren Recorder browser extension when it is connected to WrenEHR, any WrenEHR mobile application we make available to you, and related services (together, the "Platform"). Wren Clinical separately offers Wren, a clinical-documentation product at wrenclinical.com that is governed by its own terms; these Terms apply only to WrenEHR.
In these Terms:
- "Practice" means the mental health practice – which may be a single clinician – that holds a WrenEHR account. Each Practice's account is separate from every other Practice's account.
- "Authorized User" means an individual whom a Practice has invited to use its account, such as a clinician, intern, biller, or administrator.
- "Client" means an individual who receives mental health services from a Practice; this term corresponds to the term "individual" as used in the HIPAA Rules (45 CFR Part 164). Where the Platform lets a parent or guardian act for a Client, references to a Client include that parent or guardian where the context requires.
- "you" means the Practice and, for the provisions that apply to individuals, each Authorized User.
Acceptance. The person who creates a Practice account agrees to these Terms, the Privacy Policy, and the Business Associate Agreement on behalf of the Practice, and represents that they are authorized to bind the Practice. Each Authorized User agrees to these Terms and the Privacy Policy individually when accepting an invitation to the Practice's account, or – for an Authorized User whose account existed before these Terms were first published – when first asked to accept them on signing in. Agreement is given by checking the box presented at account creation, invitation acceptance, or sign-in; checking that box and completing the step constitutes your electronic signature and legally binding acceptance, effective on that date. Wren Clinical records each acceptance with the date and time, the version of each document accepted, a fingerprint of its exact text, and the IP address and browser used. You do not need to sign a separate paper agreement.
1. Eligibility
The Platform is for mental health practices and the people who work in them. Authorized Users must be mental health professionals or trainees working in a clinical capacity – including licensed clinicians, registered associates, practicum students, and interns working under supervision – or billing, administrative, or other staff whom the Practice has authorized to use the Platform. By creating a Practice account or accepting an invitation, you represent that you meet this requirement and that your use of the Platform complies with all applicable professional, supervisory, and licensure requirements in your jurisdiction.
Wren Clinical does not verify licenses, National Provider Identifiers, or other credentials. Wren Clinical may limit the creation of new Practice accounts to practices it has approved.
2. Practice Accounts and Authorized Users
The Practice account. A Practice account is created by its first administrator. Practice administrators invite Authorized Users; assign their roles (administrator, clinician, intern, and biller); configure supervision relationships, caseload sharing, and other access settings; and deactivate or remove users. An Authorized User who can see a Client's chart may also share that chart with another Authorized User. Administrators and billers can see every Client's chart. The Practice is responsible for deciding who may access its account and with what permissions, for keeping those settings current, and for promptly removing access for anyone who should no longer have it.
Individual logins. Each Authorized User signs in with their own credentials. A login is issued to and for use by a single individual and may not be shared with or transferred to any other person. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your login, and the Practice is responsible for the acts and omissions of its Authorized Users. Notify us immediately at support@wrenclinical.com if you become aware of any unauthorized use of a login or of the Practice account.
Clients and guardians. Clients and their parents or guardians do not hold Practice accounts. A Practice may invite them to the client portal described in Section 7. They use the Platform at the Practice's direction, and the Practice – not Wren Clinical – is responsible for its relationship with them.
3. Fees
Fees. The fees for the Platform, if any, are those presented to the Practice in the Platform, and are charged through the Platform. As of the date of these Terms, Wren Clinical does not charge a subscription fee or usage fee for WrenEHR.
New or increased fees. Wren Clinical will give the Practice at least thirty (30) days' written notice, by email to the Practice's administrators, before any new fee applies or any existing fee increases. The notice will state the amount and how it is calculated. Continued use of the Platform after the effective date constitutes acceptance. If the Practice does not agree, it may close its account before the effective date without being charged the new or increased fee.
Usage information. The Platform meters certain services – AI processing, audio transcription, telehealth minutes on WrenEHR's own video service, and insurance transactions – and shows usage figures and amounts to Authorized Users in its settings. The amounts may include a markup over Wren Clinical's own costs. Email and text messages are not metered. These figures are informational. They are not an invoice, and they are not charged unless a fee for them is agreed or introduced under this Section.
Third-party fees. Fees that third parties charge the Practice directly – including Stripe's payment-processing fees on the Practice's Stripe account (Section 9) – are the Practice's responsibility and are governed by those third parties' terms.
Refunds. Unless the pricing presented in the Platform says otherwise, or applicable law requires otherwise, fees paid under these Terms are non-refundable.
4. Permitted Use
The Platform is licensed solely for operating the Practice's mental health practice – including maintaining client records, scheduling, clinical documentation, billing and payments, and communicating with Clients – in compliance with applicable professional standards, supervisory requirements, and law.
Platform Changes. Wren Clinical may modify, update, or discontinue features of the Platform at any time. We will provide reasonable notice of material changes that reduce existing functionality.
AI and Optional Features. Features that send clinical content to AI models or record session audio – including Ask Wren, AI note drafting, automatic note generation from session transcripts, dictation and dictation cleanup, treatment-plan suggestions, guide authoring, reading handwritten psychotherapy notebook pages, and session recording and transcription – are available to an Authorized User only when AI is available to the Practice and a Practice administrator has turned on AI for that user. AI is off by default for each Authorized User. Automatic note generation also requires each clinician to choose it. Some AI-assisted tools that are designed not to require clinical content – plain-language search filters, importing a form template, reading continuing-education certificates, the in-app help assistant, and practice analytics summaries – are available without that setting. Other optional features – including the client portal, email and text-message reminders, online card payments, insurance billing, telehealth, calendar feeds, and the Wren Recorder browser extension – are set up by the Practice or its Authorized Users. Turning off a feature does not delete content it previously produced; existing content follows the retention rules described in Section 16 and in the Privacy Policy.
Beta and Early Access Features. Certain features may be designated as beta, preview, or early access. Beta features are provided as-is without warranty of any kind. Wren Clinical does not guarantee that beta features will be available, functional, or free of errors. Beta features may be changed, suspended, or discontinued at any time without notice. By using beta features you accept these additional conditions and agree that Wren Clinical's liability with respect to beta features is excluded to the fullest extent permitted by applicable law, notwithstanding the liability provisions elsewhere in these Terms.
5. Session Recording and Transcription
The Platform can record session audio through the in-app recorder in the clinician application (including within a WrenEHR telehealth room, and including the audio of an online session held in another browser tab that you choose to share), through the optional Wren Recorder browser extension, and through any WrenEHR mobile application we make available that offers recording; Authorized Users may also upload an audio recording for transcription. All of them send audio to the same secure back-end infrastructure and transcription pipeline, and the rules in this Section apply equally to recordings made through any of them.
Consent and notice. You are solely responsible for obtaining all necessary consents and legal authorizations from your Clients (and any other session participants) before recording any session, in accordance with applicable federal, state, and local wiretapping, two-party consent, and telehealth recording laws and your professional ethics requirements, and for telling participants that a session is being recorded. The Platform does not obtain, verify, or enforce Client consent to recording – a consent status the Practice records in a Client's chart is for the Practice's own tracking – and the Platform does not display a recording notice to Clients, including in telehealth rooms.
Data flow. Captured audio is uploaded over TLS to Wren Clinical's secure infrastructure on Amazon Web Services and transmitted to AssemblyAI for transcription. After the transcript is saved, Wren Clinical deletes the audio from its storage and requests deletion of the transcription job from AssemblyAI; any copy AssemblyAI holds is governed by Wren Clinical's business associate agreement with AssemblyAI. Audio that fails to transcribe or is abandoned (for example, a browser tab closed mid-upload) is automatically and permanently deleted by a storage lifecycle rule, generally within seven (7) days. The resulting transcript is kept according to the Practice's transcript retention setting (see Section 16). Wren Clinical does not send recorded session audio to any destination other than AssemblyAI for transcription.
Live dictation. When you dictate into a note, your browser streams the audio directly to AssemblyAI for real-time transcription. That audio does not pass through, and is not stored on, Wren Clinical's infrastructure. The resulting text is placed in your note and may be cleaned up by AI at your request.
Wren Recorder. Wren Recorder is an optional Google Chrome extension published by Wren Clinical; the same extension also works with Wren. It connects to WrenEHR with a recorder key created in the Platform's settings. A recorder key that goes unused for ninety (90) days stops working, and you may revoke a key at any time. You may uninstall the extension at any time; uninstalling does not affect transcripts already saved to the Practice's account.
6. Telehealth
Native telehealth. The Platform's telehealth rooms use the Amazon Chime SDK to carry live audio and video between participants. Clients join from the client portal or through a link sent with their appointment reminders; the reminder link works without signing in. A Client waits in a waiting room until the clinician admits them. The link itself is what grants entry – to the waiting room, and, once the clinician has admitted the Client, directly into the session while it is in progress – so the Practice should send join links only to the people attending the session. Wren Clinical does not record telehealth video, and messages sent in a room's text chat are not stored by the Platform. A clinician may record a telehealth session's audio for transcription as described in Section 5.
External video services. A Practice may instead provide a link to a video service it chooses. That service is not part of the Platform; the Platform only stores and sends the link. The service is governed by the Practice's own agreement with its provider, including any business associate agreement that provider requires.
Practice responsibilities. The Practice is responsible for determining whether telehealth is clinically appropriate, for licensure in the jurisdictions where its Clients are located during sessions, for any telehealth-specific informed consent, for verifying a Client's identity and location, and for emergency procedures. The Platform is not designed for, and must not be relied on for, emergencies.
7. Client Portal, Forms, and E-Signatures
Portal access. The Practice decides which Clients – and, for minor Clients, which parents or guardians – are invited to the client portal, and which documents, forms, and Good Faith Estimates are shared there. Invoices, payment receipts, and superbills for a Client's account appear in the portal automatically, and sharing a document or sending a superbill to someone who is not yet on the portal sends them a portal invitation. The Practice is responsible for confirming a recipient's identity and contact information before inviting them or sharing records with them, and for its guardian-access settings, including the age at which a minor's own consent limits a guardian's access and the age at which a minor is treated as an adult.
Forms and electronic signatures. Clients may complete forms and sign them electronically in the portal by typing their name. The Platform records the typed name, the time of signing, and the IP address from which the signature was submitted. The Practice is responsible for the content of its forms and consents; for any disclosures and consents required to use electronic records and signatures under the federal Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act as adopted in the relevant state, and other applicable law; and for determining whether an electronic signature is sufficient for each document's purpose.
Default text. Default text the Platform supplies – such as Good Faith Estimate language – is provided for convenience. It is not legal advice, and the Practice is responsible for reviewing and adapting it.
8. Client Communications
Messages sent for the Practice. The Platform sends email and text (SMS) messages to Clients and guardians on the Practice's behalf, including appointment reminders, confirmation requests, rescheduling and cancellation notices, portal invitations and password resets, notices that documents or superbills are available, balance-due notices, birthday greetings, and messages that Authorized Users send to selected Clients. Email is sent from Wren Clinical addresses at wrenclinical.com under the Practice's name. Text messages are sent from a toll-free number that Wren Clinical shares across all Practices that use WrenEHR.
Consent and content. The Practice is responsible for having any consent that applicable law requires before messages are sent, including under the Telephone Consumer Protection Act and state law, and for the content of the templates and messages it writes. Each clinician chooses which channels their reminders use; email is on and text messages are off until the clinician turns them on. Once a channel is on, the Platform sends a Client messages on every enabled channel for which the Client has an email address or phone number on file, unless the Client or the Practice changes that Client's preferences. Messages should contain only the minimum information necessary. Email and text messages are not end-to-end encrypted and may be visible on a recipient's device.
Replies and opt-outs. Replying STOP – or CANCEL, END, QUIT, or UNSUBSCRIBE – to the shared number stops text messages to that phone number from every Practice that uses WrenEHR; replying START resumes them. Where a clinician has turned on confirmation requests, replying YES confirms the appointment in the most recent text reminder sent to that number that asked for confirmation. Other replies to text messages are not delivered to the Practice. Replies to email messages go to the Practice: to the clinician who sent the message or whose appointment or Client it concerns, or, where there is none, to the Practice's billing email address. The Practice should tell its Clients how to reach it and that messages sent through the Platform are not monitored for emergencies.
Calendar links and feeds. Reminder emails can include links that add an appointment to a recipient's calendar. If the recipient uses the Google or Outlook link, the clinician's name, the appointment time, and the location name or video link are passed to that provider. An Authorized User may subscribe an external calendar to a feed of their own WrenEHR schedule; the feed then shows that calendar service the user's appointments, identifying Clients by initials by default, or by a fuller form of their name if the user chooses. Using these links and feeds is at the Practice's discretion.
9. Payments
Stripe Connect. Card payments are processed by Stripe, Inc. ("Stripe"). To accept card payments, the Practice – or, if the Practice chooses, each clinician – opens a Stripe Express account through the Platform. Payment processing services for Practices on WrenEHR are provided by Stripe and are subject to the Stripe Connected Account Agreement (stripe.com/connect-account/legal/full), which includes the Stripe Terms of Service (stripe.com/legal/ssa) (collectively, the "Stripe Services Agreement"). Stripe processes information about connected accounts under the Stripe Privacy Policy (stripe.com/privacy). By agreeing to these Terms or continuing to accept payments through WrenEHR, you agree to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time. As a condition of Wren Clinical enabling payment processing services through Stripe, you agree to provide Wren Clinical accurate and complete information about you and your business, and you authorize Wren Clinical to share it and transaction information related to your use of the payment processing services provided by Stripe.
Your transactions. The Practice (or the clinician) whose Stripe account receives a payment is the merchant of record. Wren Clinical is not a party to payments between the Practice and its Clients, does not hold Client funds, and does not currently charge an application fee on payments. Stripe's processing fees on those payments are deducted by Stripe from the receiving Stripe account. Refunds, disputes, and chargebacks are the Practice's responsibility and are handled through its Stripe account. When responding to a dispute, the Practice should not give Stripe clinical records or more information about a Client than the dispute requires.
Saved cards and AutoPay. The Platform lets Practice staff enter and save a Client's card, and lets a Client save a card in the portal; a card a Client uses to pay in the portal is also saved for future charges. The Practice may turn on AutoPay for a Client. AutoPay charges the Client's default saved card when the Practice creates an invoice, and each night at 9 p.m. Pacific time it invoices and charges the Client's remaining unbilled charges – such as session fees and no-show or late-cancellation fees – other than amounts awaiting insurance. The Practice is responsible for obtaining and keeping each cardholder's authorization for saved-card and automatic charges as card-network rules and applicable law require. The Platform does not present authorization terms to cardholders or record their authorization.
Health information and Stripe. Wren Clinical sends Stripe payment amounts and internal identifiers – not Client names, diagnoses, or descriptions of services. Stripe receives the information a payment requires, such as card details and billing ZIP code, which the cardholder or Practice staff enter in the browser and which are sent directly to Stripe, and Stripe's records identify the merchant as a mental health practice. Stripe does not sign business associate agreements; payment information is shared with Stripe within the payment-processing provisions of HIPAA (Section 1179 of the Social Security Act, 42 U.S.C. § 1320d-8).
10. Insurance Billing
The Platform can check insurance eligibility, prepare and submit professional claims, check claim status, retrieve electronic remittance advice, and manage payer enrollments through Stedi, Inc., a health care clearinghouse, under Wren Clinical's account with Stedi. Claims and eligibility checks are sent at the direction of the Practice's Authorized Users; the Platform also retrieves payer responses, remittance advice, and enrollment status automatically. The Practice – or a clinician billing under their own National Provider Identifier and tax identification number – is the billing provider for every claim.
The Practice is responsible for the accuracy and completeness of everything it submits, including Client and insurance information, diagnosis and procedure codes, provider identifiers, and dates of service; for medical necessity and supporting documentation; for payer enrollment and credentialing; and for compliance with payer contracts and applicable law, including the federal False Claims Act. Wren Clinical is not a billing service and does not guarantee that any payer will accept or pay a claim.
When a clinician chooses to bill under their own tax identification number, which may be their Social Security number, the Platform stores it and includes it in that clinician's claims and enrollment requests.
11. Importing Data
The Practice may upload records exported from another system, such as another electronic health record, to be imported into its account. The Practice represents that it has the right to provide that data and to have it imported. Imports are performed by software that maps source records into the Platform, and the Practice is responsible for reviewing imported records for accuracy and completeness. Uploaded source files, and the working copy of source data kept so that an import can be reviewed and undone, are handled as described in the Privacy Policy.
12. Prohibited Conduct
You agree not to:
- Use the Platform for any unlawful purpose or in violation of any applicable law, regulation, or professional standard.
- Share your login credentials or permit any other person to access the Platform using your login. Each individual must use their own login.
- Record any session – using the in-app recorder, the Wren Recorder browser extension, or any WrenEHR mobile application – without first obtaining all required consents from the Client and any other participants.
- Use the Platform's messaging features to send marketing or other messages that applicable law, or the recipient's stated preferences, do not permit.
- Submit false, misleading, or fraudulent claims, eligibility requests, or billing information.
- Submit content you are not authorized to process, or that violates any third-party rights.
- Attempt to gain unauthorized access to any portion of the Platform or its infrastructure, or to another Practice's data.
- Upload malicious code, or interfere with the operation or security of the Platform.
- Reverse engineer, decompile, or attempt to extract the source code of the Platform.
- Resell, sublicense, or make the Platform available to third parties other than the Practice's Authorized Users and its Clients.
- Use the Platform in a manner that violates your professional, supervisory, training program, or licensure obligations.
If Wren Clinical determines that a login is being shared among multiple individuals, Wren Clinical reserves the right to suspend the login or the Practice account immediately.
13. AI-Generated Content
The Platform uses artificial intelligence to draft clinical documentation, answer questions about a Client's record in Ask Wren, suggest treatment-plan content, clean up dictated text, and assist with other tasks. AI-generated output is a drafting tool only. It is not a clinical opinion, diagnosis, or professional recommendation.
AI-drafted notes are saved as drafts and are never signed automatically. Ask Wren cannot change a Client's record on its own; its output enters a record only when an Authorized User inserts or saves it.
You are solely responsible for reviewing all AI-generated content for accuracy, completeness, and clinical appropriateness before using, signing, or submitting any document. The clinician of record must exercise independent professional judgment with respect to all documentation.
Wren Clinical makes no warranty that AI-generated content – including transcripts produced by third-party transcription services – is clinically accurate, complete, appropriate for any specific Client, or compliant with any payer, regulatory, or licensure requirement. You are solely responsible for ensuring your documentation meets all applicable standards in your jurisdiction.
Where AI processing happens. By default, the Platform processes AI requests in Amazon Web Services Regions in the United States. A Practice administrator may turn off the "Keep AI processing in the US" setting, after which AI requests for that Practice may be processed in AWS commercial Regions worldwide. Audio transcription is processed in the United States regardless of this setting.
14. Clinical Records and Professional Responsibility
The Platform is a software tool. Wren Clinical is not a health care provider and does not provide clinical, legal, billing, or compliance advice. The Practice is responsible for its clinical records and for the configuration choices it makes in the Platform, including the following.
Signed notes. The Platform locks a progress note when it is signed. An Authorized User with write access to the Client's chart who is the note's author, the Client's assigned clinician, a Practice administrator, or a user whom the Practice has permitted to unlock notes may unlock a signed note, and must give a reason, which is recorded in the Practice's audit records. A supervisor reviewing a note that awaits their co-signature may also return it to its author for changes. Unlocking or returning a note removes its signatures and allows it to be edited or deleted, and the Platform does not keep a copy of the previously signed version. The Platform does not currently support addenda. The Practice is responsible for its policies on amending signed records and for deciding who may unlock them.
Supervision and co-signature. Co-signature is set for each supervision relationship. The Platform turns it on by default when a clinician is set up as an intern, and the Practice may turn it off; where it is off, the Platform does not require co-signature.
Psychotherapy notes. The Platform lets Authorized Users keep psychotherapy notes, and handwritten psychotherapy notebook pages, separately from progress notes. Psychotherapy notes are not signed or locked and remain editable. They are never shown in the client portal, and they are included in an export of a Client's records only when the person exporting chooses to include them. Any Authorized User with access to a Client's chart – including administrators and billers, who have access to every Client – can view and edit them, and Wren Clinical support personnel can view them during a support session. AI features used by an Authorized User with that access can read them when the user's request calls for them, and automatic note generation can draft psychotherapy notes if the clinician has set it up to. The Practice is responsible for deciding what it designates as psychotherapy notes and who has access to each Client's chart.
Substance use disorder records. The Platform does not currently provide controls specific to 42 CFR Part 2, such as Part 2 access restrictions, consent management, segregation of Part 2 records, or redisclosure notices; any Part 2 marking on a Client's record is for the Practice's own tracking and does not change how the Platform handles the record. The Practice is responsible for determining whether any of its records are subject to Part 2 and for meeting Part 2's requirements for those records.
Client rights requests. The Practice is responsible for responding to its Clients' requests to access, amend, or receive an accounting of disclosures of their records, using the records, exports, and audit log available to it in the Platform. Wren Clinical does not respond to Clients' requests, and assists the Practice only where a technical problem with the Platform prevents it from responding, as described in the Business Associate Agreement.
15. Customer Data
As between the Practice and Wren Clinical, the Practice retains all ownership of the data submitted to the Platform by the Practice, its Authorized Users, and its Clients, and of AI-generated drafts produced by the Platform and saved to the Practice's account (together, "Customer Data"). Wren Clinical claims no ownership of Customer Data.
The Practice grants Wren Clinical a limited license to process, store, and transmit Customer Data solely as necessary to provide the Platform services.
Wren Clinical will not use Customer Data, including protected health information, session audio and transcripts, Ask Wren conversations, or AI-generated documentation, to train, fine-tune, or improve any AI model.
Data handling, retention, and deletion are described in Section 16 below and in the Privacy Policy and the Business Associate Agreement.
16. Data Retention, Account Closure, and Export
Retention during the account. WrenEHR is the Practice's system of record. Client records – including notes, documents, forms, appointments, and billing records – are kept for the life of the Practice account unless the Practice deletes them; the Platform does not delete clinical records on a schedule. The exceptions are:
- Session transcripts are kept for the period a Practice administrator chooses – seven (7), thirty (30), or ninety (90) days, or indefinitely – with a default of thirty (30) days, measured from when a transcript is completed or last changed. A change to the setting applies to transcripts completed after the change. When a transcript's period ends, it is removed from view and can be restored for seven (7) days, after which it is permanently deleted by a daily process.
- Ask Wren conversations are permanently deleted twenty-four (24) hours after their last message.
- Guide editor drafts are automatically deleted within about ten (10) days after they were last saved.
- Source files uploaded for import are deleted fourteen (14) days after upload, with any remaining copy purged from version storage within a few days after that.
The Privacy Policy describes these schedules, and the storage and backups behind them, in detail.
Deleting records. An Authorized User with write access to a Client's chart may delete the Client from the client list, which archives the record; the Practice can restore it, and archived records are not deleted automatically. A Practice administrator may instead permanently delete a Client, which irreversibly removes that Client's records from the Platform's active systems – including signed notes, claims, and payments – subject to the exceptions described in the Privacy Policy, such as backups. Information already sent to others, such as claims sent to payers, is not affected.
Closing the Practice account. The Platform does not currently offer self-service account closure. To close the Practice account, a Practice administrator may email support@wrenclinical.com. Wren Clinical may also suspend or close an account as described in Section 22. When an account is closed, the Practice's client portal, scheduled client messages (such as appointment reminders and birthday greetings), automatic payments, and automatic superbills stop, and links in messages already sent to Clients – such as appointment-confirmation, add-to-calendar, and telehealth links – stop working. Authorized Users other than Practice administrators lose access when the account is closed.
Export after closure. For ninety (90) days after the Practice account is closed, Practice administrators can sign in to view the Practice's records and download a copy of its Customer Data in commonly used electronic formats. Nothing can be added or changed during that period. Wren Clinical does not otherwise deliver copies, so you are responsible for downloading what you need before the period ends.
Deletion after closure. When that ninety-day period ends – or sooner, if a Practice administrator requests it in writing after the account is closed – administrators' access ends and Wren Clinical will permanently delete the Practice's Customer Data from the Platform's active systems. Backups are locked and cannot be deleted early; copies in backups are deleted as those backups expire on the schedule described in the Privacy Policy and remain protected under the Business Associate Agreement until then. Deletion is irreversible.
Usage records. Usage records used for metering and billing (timestamps, feature and model names, token, audio-duration, and video-minute counts, and amounts) are retained for as long as required by tax, audit, and accounting obligations. They contain no clinical content; telehealth and insurance usage records are linked to the appointment, Client, or claim involved and are kept with the Practice's records.
Professional record-retention obligations. State professional-licensure rules may require you to retain clinical records for years after services end – for example, five years after the last visit under WAC 246-809-035(4) for Washington-licensed counselors – and some rules require longer retention for records of minors. Wren Clinical's retention of the Practice's records while its account is open is not a substitute for that duty. You are solely responsible for retaining records as your obligations require, including by obtaining a copy of your records before your account closes.
17. Intellectual Property
The Platform, including all software, interfaces, guide and form templates provided by Wren Clinical, and underlying technology, is owned by Wren Clinical and protected by applicable intellectual property laws. These Terms do not transfer any ownership rights in the Platform to you.
If you provide feedback or suggestions about the Platform, Wren Clinical may use that feedback without restriction or compensation.
18. Confidentiality
Each party agrees to protect the other's confidential information with at least reasonable care. Confidential information does not include information that is publicly available, independently developed, or received from a third party without restriction. Protected health information is governed exclusively by the Business Associate Agreement and applicable law.
19. Warranties and Disclaimer
You represent and warrant that: (a) you are a mental health practice, or an Authorized User who meets the requirements of Section 1; (b) if you create a Practice account, you are authorized to bind the Practice to these Terms and the Business Associate Agreement; (c) you have all necessary rights, authorizations, and consents to submit Customer Data to the Platform, to have it imported, and to have the Platform record sessions and send messages and claims on your behalf; and (d) your use of the Platform will comply with all applicable laws, regulations, professional standards, and supervisory or training program requirements.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WREN CLINICAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR CLINICAL APPROPRIATENESS OF AI-GENERATED CONTENT, INCLUDING TRANSCRIPTS PRODUCED BY THIRD-PARTY TRANSCRIPTION SERVICES, OR REGARDING THE ACCEPTANCE OR PAYMENT OF ANY INSURANCE CLAIM.
20. Limitation of Liability
WREN CLINICAL IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WREN CLINICAL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES THE PRACTICE PAID WREN CLINICAL IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
21. Indemnification
You agree to indemnify and hold harmless Wren Clinical and its officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of the Platform in violation of these Terms; (b) your Customer Data; (c) your violation of any applicable law or professional standard, including recording, wiretapping, two-party consent, telehealth, telephone-consumer-protection, and electronic-signature laws; (d) claims by your Clients arising from your clinical documentation, treatment decisions, messages, or charges to their payment cards; or (e) claims or billing information you submit to any payer.
22. Term and Termination
These Terms begin when the Practice account is created – or, for an Authorized User, when they accept an invitation – and continue until terminated.
The Practice may close its account as described in Section 16. A Practice administrator may remove an Authorized User at any time, which ends that user's access to the Practice's account.
Wren Clinical may suspend or terminate access to the Platform immediately if: (a) you breach a material term of these Terms; (b) the Practice fails to pay fees it has agreed to; (c) continued operation would create legal, regulatory, or security risk; or (d) Wren Clinical discontinues the Platform.
While a Practice account is suspended – including while fees are past due, after a subscription is canceled, or after a free trial ends – Authorized Users cannot use the clinician application, and the client-facing features the Practice has set up are paused: the client portal, scheduled client messages (such as appointment reminders and birthday greetings), automatic payments, and automatic superbills, along with links in messages already sent. Messages that came due during the suspension are not sent later, except that a reminder for an appointment that is still upcoming may be sent once access is restored. When access is restored these features resume, and automatic payments may then collect charges for sessions that took place during the suspension.
Upon termination, Sections 13, 14, 15, 16, 17, 18, 19, 20, 21, and 23 survive, and Customer Data is handled as described in Section 16.
23. General
Governing Law. These Terms are governed by the laws of the State of Washington. Any dispute shall be resolved in the Superior Court of Franklin County, Washington, and the parties consent to exclusive jurisdiction and venue in that court. Notwithstanding the foregoing, nothing in this clause limits any rights you may have under the mandatory consumer protection laws of your state of residence to the extent such rights cannot be contractually waived.
Updates to These Terms. Wren Clinical may update these Terms at any time by posting a revised version at ehr.wrenclinical.com/legal/terms and notifying Practice administrators by email or in the Platform. An update takes effect when it is posted, and continued use of the Platform after it is posted constitutes acceptance. When Wren Clinical requires an update to be accepted, Authorized Users are asked to accept it when they next sign in and cannot continue until they do. If the Practice does not agree to an update, its remedy is to stop using the Platform and close its account as described in Section 16.
Entire Agreement. These Terms, together with the Privacy Policy, the Business Associate Agreement, and the pricing presented in the Platform, constitute the entire agreement between the parties regarding the Platform.
Severability. If any provision is found unenforceable, the remaining provisions continue in full force.
No Waiver. Failure to enforce any right does not constitute a waiver of that right.
Assignment. You may not assign these Terms without our prior written consent. Wren Clinical may assign these Terms in connection with a merger, acquisition, or sale of assets.
Notices. Notices to Wren Clinical may be sent to support@wrenclinical.com. Notices to the Practice will be sent to the email addresses of its administrators, and notices to an Authorized User to the email address on that user's login.