Terms of Service

Terms of Use (Full Legal Draft)

1. Account Licensing and Ownership
All accounts created within a Team workspace are provided under license.
The Practice may use these accounts under an active subscription; the accounts remain the property of Smarter Practice AI.
All rights, title, and interest in the Service, including the software, accounts, and related intellectual property, are owned exclusively by Smarter Practice AI.
Smarter Practice AI does not store, process, or retain any practice or patient data, except for information required to set up and administer accounts (e.g., account details, user logins, billing information).

2. Account Assignment and Email Requirements
All user accounts must be tied to a Practice-controlled email address (e.g., @yourpracticedomain.com). Personal email addresses (e.g., Gmail, Yahoo, iCloud) are not permitted.
User accounts cannot be transferred to personal accounts or to another practice.
The Practice administrator is responsible for onboarding, managing, and deactivating users.

3. User Deactivation and Seat Reassignment
All data created by an individual user will remain in that user’s account, which continues to be part of the Practice’s workspace.
The freed seat may be reassigned to or used by a new staff member.
Subscription updates, including adding or removing seats, are solely the responsibility of the Practice’s designated Account Manager.

4. Subscription Terms and Payments
Billing: Fees are billed monthly or annually in advance, depending on the selected plan.
Renewals: Subscriptions automatically renew unless cancelled.
Cancellation: The Practice may cancel at any time. Access will remain until the end of the current
billing cycle; no prorated refunds are provided.
Annual Prepay: Annual subscriptions receive one additional month free (13 months for the price of 12).
Responsibility: Billing continues until the Practice’s Account Manager updates the subscription.

5. Restrictions
You agree not to: - Copy, reverse-engineer, or modify the Service. - Share accounts outside of the subscribing Practice. - Export, transfer, or attempt to replicate the Service or its outputs in a way that infringes on Smarter Practice AI’s intellectual property. - Use the Service for unlawful, harmful, or misleading purposes.

6. Data Security, Privacy, and HIPAA
Practice Responsibility: The Practice is solely responsible for compliance with HIPAA and other applicable privacy laws.
No BAA: Smarter Practice AI and OpenAI do not currently provide a Business Associate Agreement (BAA). The Service must not be used to input, transmit, or store Protected Health Information (PHI) as defined under HIPAA.
Data Handling: Smarter Practice AI does not access, store, or process practice or patient data
beyond what is necessary for account setup and subscription management.
Indemnification: The Practice agrees to indemnify and hold harmless Smarter Practice AI from any claims, penalties, or liabilities arising from the improper submission of PHI or sensitive patient data into the Service.

7. Service Availability and Third-Party Terms
The Service is built upon technology and infrastructure provided by OpenAI and other third-party
providers.
Availability: While Smarter Practice AI makes commercially reasonable efforts to provide reliable access, uptime and performance are ultimately subject to the availability of OpenAI’s services.
Third-Party Terms: By using Smarter Practice AI, the Practice and its users agree to comply with OpenAI’s Terms of Use (https://openai.com/policies/terms-of-use) and OpenAI’s Usage Policies
(https://openai.com/policies/usage-policies), as well as any applicable third-party provider terms.
Liability Shield: Any limitations, restrictions, outages, or changes imposed by OpenAI or other thirdparty providers flow through to the Practice and are outside the control or responsibility of Smarter Practice AI.
Limitation of Liability: To the fullest extent permitted by law, Smarter Practice AI’s aggregate liability for any claims arising from or relating to the Service is limited to the total subscription fees paid by the Practice to Smarter Practice AI in the twelve (12) months immediately preceding the claim.

8. Limitation of Liability
The Service is provided “as is” without warranties of any kind.
Smarter Practice AI is not liable for indirect, incidental, or consequential damages, including lost profits, data loss, or business interruption.
In no event shall Smarter Practice AI’s aggregate liability exceed the total subscription fees paid by the Practice in the twelve (12) months immediately preceding the claim.

9. Indemnification
The Practice agrees to indemnify, defend, and hold harmless Smarter Practice AI, its affiliates, officers, and
employees from any claims, liabilities, damages, losses, or expenses (including legal fees) arising out of: -
The Practice’s misuse of the Service; - Violation of laws or regulations; - Violation of OpenAI’s Terms of Use
or Usage Policies; or - Infringement of third-party rights.

10. Termination
Smarter Practice AI may suspend or terminate access immediately if:
Fees are unpaid,
The Practice violates these Terms, or
Use of the Service poses a security, legal, or reputational risk.
Upon termination, all access ceases. The Practice may request return or export of its data within 30
days of termination.

11. Governing Law, Arbitration, and Venue
These Terms are governed by the laws of [Insert State], without regard to conflict of law principles.
Arbitration: Any disputes shall be resolved by binding arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in [County,
State].
Class Action Waiver: The Practice waives the right to participate in class or representative actions.
Venue: Any non-arbitrable legal action must be brought exclusively in the state or federal courts
located in [County, State].

12. Force Majeure
Smarter Practice AI will not be liable for delays or failures in performance resulting from causes beyond its
reasonable control, including acts of God, natural disasters, labor disputes, internet outages, or
government restrictions.

13. Survival
Sections relating to Account Licensing, Restrictions, Data Security & HIPAA, Service Availability, Limitation of
Liability, Indemnification, Governing Law & Arbitration, and Survival shall remain in effect after termination.

14. Entire Agreement and Severability
These Terms constitute the entire agreement between the parties regarding the Service and
supersede all prior agreements.

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

Terms of Use (Plain-Language Summary)
We believe in keeping things simple and transparent. Here’s the short version of our Terms of Use:

• Accounts belong to the practice. We lease them to you under subscription. They stay our property, but your data (account details, logins, billing info) stays yours.

• Practice emails only. All user accounts must use your official practice email domain — no personal emails allowed.

• Seats are managed by you. If someone leaves, you decide when to reassign or remove their seat. Billing continues until your account manager updates it.

• HIPAA note. Our platform is not HIPAA-compliant. OpenAI does not currently provide a BAA, so please do not enter Protected Health Information (PHI). We also don’t store your practice data — only what’s needed for account setup and billing.

• Powered by OpenAI. Our service depends on OpenAI. You also agree to follow OpenAI’s Terms (link) and Usage Policies (link). We aren’t responsible if OpenAI has downtime or changes its rules.

• Liability is limited. If something goes wrong, our liability is capped at the amount you’ve paid us in the past 12 months.

• Arbitration required. Disputes will be resolved by arbitration in [County, State], not court, and no class actions are allowed.

• Termination rights. If you don’t pay or misuse the service, we may suspend or end access.

That’s the short version. The legal version above is what controls if there’s ever a conflict.