Terms and Conditions

Agreement to Terms

By accessing or using Practice Vault AI's services, you agree to be bound by these Terms and Conditions. If you disagree with any part of these terms, you may not access our services. These terms apply to all users of our HIPAA-compliant healthcare communication platform.

1. Services Overview

Practice Vault AI, LLC ("Practice Vault", "we", "us", or "our") provides a HIPAA-compliant SMS messaging and communication platform for healthcare providers to communicate with patients. Our services include secure messaging, appointment reminders, patient engagement tools, and related healthcare communication solutions.

2. Communication Consent

By providing contact information, you authorize us to contact you by email, phone, voicemail, or text about appointments and care coordination. SMS participation is optional and not a condition of purchase. If you opt in to SMS, message frequency varies and message/data rates may apply. You can opt out at any time by replying STOP; reply HELP for help.

3. Privacy

Please review our Privacy Policy for information on how we collect, use, and protect your information, including sensitive and protected health information (PHI).

4. Eligibility and Account Registration

4.1 Eligibility

You must be at least 18 years of age and a licensed healthcare provider or authorized representative of a healthcare organization to use our services. By using our platform, you represent and warrant that you meet these eligibility requirements.

4.2 Account Information

When creating an account, you must provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.3 Account Security

• You must notify us immediately of any unauthorized use of your account
• You are responsible for maintaining strong, unique passwords
• We reserve the right to suspend or terminate accounts that violate security protocols
• Multi-factor authentication must be enabled when available

5. HIPAA Compliance and Healthcare Regulations

5.1 Business Associate Agreement

As a covered entity or business associate under HIPAA, you must execute a Business Associate Agreement (BAA) with Practice Vault before transmitting any Protected Health Information (PHI) through our platform.

5.2 Compliance Responsibilities

You are responsible for:

• Ensuring all use of our services complies with HIPAA and applicable healthcare regulations
• Obtaining proper patient consent before sending communications
• Using minimum necessary PHI in all communications
• Training your staff on proper use of the platform
• Maintaining appropriate safeguards for PHI

5.3 Prohibited Healthcare Uses

You may NOT use our services for:

• Emergency or urgent medical communications
• Transmitting PHI without proper authorization
• Marketing without explicit patient consent
• Discriminatory practices based on protected health conditions

6. Acceptable Use Policy

6.1 Permitted Uses

Our services may only be used for lawful healthcare communications, including:

• Appointment scheduling and reminders
• Non-urgent health information and education
• Prescription notifications and refill reminders
• General practice communications and updates
• Patient satisfaction surveys and feedback

6.2 Prohibited Conduct

You agree NOT to:

• Violate any laws, regulations, or third-party rights
• Send spam, unsolicited messages, or deceptive content
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our services
• Resell or redistribute our services without authorization
• Use automated systems or bots without permission
• Harass, abuse, or harm other users or patients

7. SMS Messaging Terms

7.1 Message Delivery

While we strive for reliable message delivery, we cannot guarantee that all messages will be delivered due to factors beyond our control, including carrier issues, device compatibility, and network availability.

7.2 Message Rates and Fees

• Standard message and data rates may apply to recipients
• You are responsible for informing patients about potential charges
• Message frequency varies based on your communication needs

7.3 Opt-Out Compliance

SMS participation is optional and not a condition of purchase. Patients can opt out at any time by replying STOP to any message; they can reply HELP for assistance.

You must:

• Honor all patient opt-out requests immediately
• Include opt-out instructions in communications as required
• Maintain accurate opt-out records
• Never re-enroll opted-out patients without explicit consent
• Ensure opting out of SMS does not affect the patient's ability to receive care

8. Intellectual Property Rights

8.1 Our Property

All content, features, and functionality of our platform, including software, text, images, graphics, logos, and trademarks, are owned by Practice Vault AI, LLC and protected by intellectual property laws.

8.2 License to Use

We grant you a limited, non-exclusive, non-transferable license to access and use our services for your authorized healthcare communication purposes during your subscription term.

8.3 Your Content

You retain ownership of content you submit through our platform. By using our services, you grant us a license to process, store, and transmit your content as necessary to provide our services.

9. Payment Terms

9.1 Subscription Fees

• Fees are based on your selected plan and usage
• All fees are non-refundable unless otherwise stated
• Prices are subject to change with 30 days notice
• Taxes and additional charges may apply

9.2 Billing

• Subscriptions automatically renew unless cancelled
• You must provide current, complete, and accurate billing information
• We may suspend services for overdue accounts
• You are responsible for all charges incurred under your account

9.3 Refund Policy

Refunds may be available in cases of service failure or at our discretion. Requests must be submitted within 30 days of the charge.

10. Data Protection and Security

10.1 Data Security

We implement industry-standard security measures to protect your data, including:

• Encryption of data in transit and at rest
• Regular security audits and assessments
• Access controls and authentication protocols
• Continuous monitoring and threat detection

10.2 Data Retention

We retain data according to HIPAA requirements and our data retention policy. You may request deletion of your data subject to legal and regulatory requirements.

10.3 Data Backup

While we maintain regular backups, you are responsible for maintaining your own records and backups of critical information.

11. Disclaimers and Limitations of Liability

11.1 Service Disclaimer

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE UNINTERRUPTED, ERROR-FREE, OR SECURE ACCESS TO OUR SERVICES.

11.2 Medical Disclaimer

Practice Vault is a communication platform only. We do not provide medical advice, diagnosis, or treatment. All medical decisions remain the sole responsibility of healthcare providers.

11.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRACTICE VAULT AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

11.4 Maximum Liability

Our total liability for any claim shall not exceed the amount you paid us in the twelve months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Practice Vault AI, LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use or misuse of our services
• Violation of these Terms and Conditions
• Violation of any laws or regulations
• Infringement of any third-party rights
• Your content or communications sent through our platform
• Breach of your representations and warranties

13. Termination

13.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of your current billing period.

13.2 Termination by Us

We may suspend or terminate your account immediately for:

• Violation of these terms
• Non-payment of fees
• Suspected fraudulent or illegal activity
• Risk to security or compliance
• Extended period of inactivity

13.3 Effect of Termination

Upon termination:

• Access to services ceases immediately
• Outstanding fees become due
• Data may be deleted after retention period
• Certain provisions of these terms survive termination

14. Dispute Resolution

14.1 Informal Resolution

We encourage you to contact us first to resolve any disputes informally. Most issues can be resolved quickly through our support channels.

14.2 Arbitration Agreement

Any dispute not resolved informally shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in Delaware.

14.3 Class Action Waiver

You agree to resolve disputes only on an individual basis and waive any right to participate in class actions, class arbitrations, or representative actions.

15. General Provisions

15.1 Governing Law

These terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

15.2 Entire Agreement

These Terms and Conditions, along with our Privacy Policy and BAA (if applicable), constitute the entire agreement between you and Practice Vault AI.

15.3 Severability

If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver

Our failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

15.5 Assignment

You may not assign or transfer these terms without our written consent. We may assign our rights and obligations without restriction.

15.6 Notices

Legal notices must be sent to our registered agent or the email address associated with your account.

16. Updates to Terms

We reserve the right to update these terms at any time. Material changes will be notified via email or platform notification at least 30 days before taking effect. Continued use after changes constitutes acceptance.

17. Contact Information

For questions about these Terms and Conditions:

Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY.

Last Updated: January 2025