Post-Op AI Terms and Conditions

• "Services" means the Post-Op AI platform, websites, applications, AI-powered post-visit follow-up tools, messaging features, care content, and related services we make available.
• "Practice" means the healthcare or care-provider organization (including dental, optometry, chiropractic, physical therapy, mental health, and veterinary practices) that registers to use the Services.
• "Authorized Users" means the individuals (such as providers and staff) you permit to access the Services under your account.
• "Patient" means a patient, client, or pet owner that you direct us to contact through the Services.
• "Patient Data" means information about a Patient that you provide to or generate through the Services.
• "Care Instructions" means the default and customizable post-operative and post-visit care content, care pages, message templates, and recovery guidance available through the Services.
• "Red-Flag Rules" means the configurable escalation logic that determines when and how Patient responses are flagged and escalated to you.
• "PHI" means Protected Health Information as defined under HIPAA.

• The Services are intended for use by licensed or qualified care practices and their authorized staff. By registering, you represent that you and your providers hold all licenses, registrations, and authorizations required to provide care and to communicate with your Patients.
• You must provide accurate, current, and complete registration information and keep it updated.
• You are responsible for all activity under your account, for maintaining the confidentiality of your credentials, and for the acts and omissions of your Authorized Users.
• You must promptly notify us of any unauthorized access to or use of your account.

• Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the term.
• We may update, modify, or improve the Services from time to time. We may add, change, or remove features, provided we do not materially reduce the core functionality you are paying for during a paid term.
• You may not access the Services to build a competing product, or for benchmarking, except as permitted by law.

• Plans and fees. The Services are offered on subscription plans (for example, Starter and Growth tiers) at the prices presented at sign-up or in your order. Current pricing is $99/month Starter and $199/month Growth, or as quoted.
• Billing and renewal. Subscriptions are billed in advance on a recurring basis and automatically renew for successive periods unless cancelled before the renewal date. You authorize us (and our payment processor) to charge your payment method for all applicable fees.
• Taxes. Fees are exclusive of taxes; you are responsible for applicable sales, use, and similar taxes, excluding taxes on our income.
• Price changes. We may change pricing for future terms with at least 30 days' notice.
• Non-payment. We may suspend or terminate Services for overdue amounts after reasonable notice.
• Refunds. Except as required by law or expressly stated, fees are non-refundable.
• Cancellation. You may cancel at any time effective at the end of the current billing period through your account or by contacting us.

Where you are a Covered Entity or Business Associate under HIPAA and we handle PHI on your behalf, the parties will enter into a Business Associate Agreement ("BAA"), which is incorporated into these Terms. With respect to PHI, the BAA controls over any conflicting provision of these Terms. You are responsible for ensuring a BAA is in place before transmitting PHI through the Services.

You acknowledge and agree that the Services are tools that support, and do not replace, your professional judgment. You are solely responsible for the practice of your profession and the care of your Patients. Specifically:

• The Services use artificial intelligence to generate and deliver communications and guidance based on the protocols you configure. AI output may contain errors or omissions and should be reviewed by you.
• Post-Op AI does not provide medical, dental, veterinary, or mental-health advice, does not practice medicine, and is not a substitute for professional judgment, diagnosis, or treatment. The Services are not intended to be used as a medical device or for emergency response.
• Patients experiencing an emergency should be directed to call their local emergency number. You are responsible for including appropriate emergency and disclaimer language in your Patient communications.

You agree not to, and not to permit any Authorized User or third party to:

• Use the Services in violation of any law or third-party right;
• Submit Patient Data without the necessary rights and consents;
• Use the Services to send marketing, spam, or content unrelated to post-visit care;
• Upload malicious code or interfere with the integrity or performance of the Services;
• Attempt to gain unauthorized access to the Services or related systems;
• Reverse engineer, decompile, or copy the Services except as permitted by law; or
• Resell, sublicense, or provide the Services to third parties without our written consent.

We may investigate and take appropriate action, including suspension or termination, for violations.

• Our IP. We and our licensors own all rights in the Services, including software, models, default content templates, and trademarks. Except for the limited rights granted here, no rights are transferred to you.
• Your content. As between the parties, you retain ownership of the Patient Data and the content you create or customize. You grant us a limited license to host, process, and use that content solely to provide and support the Services and as permitted by the BAA and our Privacy Policy.
• Feedback. If you provide feedback or suggestions, you grant us a perpetual, royalty-free right to use it without obligation to you.
• Aggregated/de-identified data. We may create and use aggregated and de-identified data that does not identify you or any Patient to operate and improve the Services.

The Services rely on third-party providers (for example, cloud hosting, SMS/messaging carriers, payment processors, and AI model providers). Your use may be subject to those providers' terms, and we are not responsible for third-party services or for delays, failures, or charges (including carrier message and data rates) attributable to them.

Each party may receive confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to those with a need to know who are bound by similar obligations, or as required by law. This section does not limit obligations regarding PHI, which are governed by the BAA.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY CONTENT, CARE INSTRUCTIONS, RED-FLAG RULES, OR AI OUTPUT WILL BE ACCURATE, COMPLETE, OR CLINICALLY APPROPRIATE. YOU ARE RESPONSIBLE FOR REVIEWING AND APPROVING ALL CONTENT AND CONFIGURATIONS BEFORE USE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
• OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY CARE INSTRUCTIONS, COMMUNICATIONS, OR OTHER INSTRUCTIONS DELIVERED TO PATIENTS, OR FOR ANY ESCALATION OR NON-ESCALATION DECISION, OR FOR ANY CLINICAL OUTCOME, all of which remain your responsibility.

These limitations are a fundamental basis of the bargain and apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some may not apply to you.

You will defend, indemnify, and hold harmless Post-Op AI and its officers, members, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your Care Instructions, Red-Flag Rules, configurations, and communications to Patients; (c) the care you provide and any clinical decision or outcome; (d) your failure to obtain required Patient consents or to comply with the TCPA or other laws; (e) your violation of these Terms or applicable law; or (f) your infringement or misappropriation of any third-party right.

• These Terms apply while you have an account or use the Services.
• Either party may terminate for material breach not cured within 30 days of notice. You may terminate by cancelling your subscription.
• We may suspend or terminate access immediately if you breach Sections 6, 8, or your payment obligations, or if needed to protect the Services, other users, or Patients, or to comply with law.
• Upon termination, your right to use the Services ends. We will handle PHI on termination as required by the BAA, and other data as described in our Privacy Policy. Sections that by their nature should survive (including IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive.

We may modify these Terms from time to time. We will post the updated Terms with a new "Last Updated" date and, for material changes, provide reasonable notice (for example, by email or through the Services). Your continued use after the effective date of the changes constitutes acceptance.

• These Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws principles.
• Arbitration. Except for claims for injunctive relief or intellectual-property disputes, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Kane County, Utah. The parties waive any right to a jury trial and to participate in a class or representative action. If this arbitration provision is unenforceable, the parties consent to the exclusive jurisdiction of the state and federal courts located in Utah.
• Any claim must be brought within one (1) year after it arises, to the extent permitted by law.

• Entire agreement. These Terms, together with the BAA, Privacy Policy, and any order or plan you select, are the entire agreement between the parties and supersede prior agreements on the subject.
• Assignment. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures due to events beyond its reasonable control.
• Notices. We may provide notices by email or through the Services; you consent to electronic communications.
• Severability and waiver. If any provision is unenforceable, the rest remain in effect. No waiver is effective unless in writing.
• Relationship. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.
• No third-party beneficiaries. Except as expressly stated, these Terms create no third-party beneficiary rights, including for Patients.

Post-Op AI, LLC

475 N Seamans Canyon, Alton, UT 84710

Phone: 435-590-7763

Email: rob@post-op.ai

Website: https://post-op.ai