IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. BY ACCESSING OR USING CONTRACT VAULT, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS.

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and SmartOps Health LLC, a Texas limited liability company ("SmartOps Health," "Company," "we," "us," or "our"), governing your access to and use of the Practice Advisor software-as-a-service platform, including any associated websites, applications, and services (collectively, the "Service").

By creating an account, accessing, or using the Service, you represent that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into these Terms; (c) if acting on behalf of an organization, you have authority to bind that organization to these Terms; and (d) you are not prohibited from using the Service under applicable law.

2. Description of Service

Practice Advisor is an AI-powered contract review and management platform designed as an educational tool for healthcare practices. The Service includes:

• AI-generated contract summaries and analysis for educational purposes
• Identification of contract terms that may warrant discussion with your attorney
• AI-generated questions and discussion points for conversations with legal counsel
• Contract storage and organization
• Renewal date tracking and alerts
• AI-powered informational chat functionality

All AI-generated content is for educational and informational purposes only and should be reviewed by a licensed attorney before being relied upon.

3. NOT LEGAL ADVICE - IMPORTANT DISCLAIMER

SMARTOPS HEALTH IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. The Service provides AI-generated analysis and suggestions for informational purposes only. This information:

• Does NOT constitute legal advice, legal opinion, or legal representation
• Is NOT a substitute for consultation with a qualified, licensed attorney
• Should NOT be relied upon for making binding legal or business decisions
• May contain errors, omissions, or inaccuracies inherent in AI-generated content
• Does NOT create an attorney-client relationship or any professional relationship

You should ALWAYS consult with a qualified attorney licensed in your jurisdiction before signing any contract, making legal decisions, or taking action based on information provided by the Service. SmartOps Health expressly disclaims any liability for decisions made based on Service output without independent legal review.

4. User Accounts and Security

4.1 Account Creation. To access the Service, you must create an account by providing accurate, current, and complete information. You agree to update your information to maintain its accuracy.

4.2 Account Security. You are solely responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; and (c) immediately notifying us of any unauthorized access or security breach. We reserve the right to suspend accounts that we reasonably believe have been compromised.

4.3 Account Restrictions. You may not: share account credentials; create multiple accounts; use another user's account; or transfer your account without our written consent.

5. Acceptable Use

You agree NOT to use the Service to:

• Upload documents you do not have the right to analyze or share
• Transmit malware, viruses, or other harmful code
• Attempt to gain unauthorized access to the Service or its systems
• Interfere with or disrupt the Service or servers
• Reverse engineer, decompile, or attempt to extract source code
• Use the Service for any illegal purpose or in violation of applicable law
• Resell, sublicense, or provide the Service to third parties without authorization
• Use automated means to access the Service except through approved APIs
• Upload content containing Protected Health Information (PHI) without an executed BAA

6. Subscription and Payment

6.1 Pricing. The Service is offered on an annual subscription basis at $199/year. We reserve the right to modify pricing with 30 days' notice to existing subscribers; price changes apply only at renewal.

6.2 Billing. Subscriptions are billed annually in advance. Payment is processed through our third-party payment processor (Stripe). You authorize us to charge your designated payment method for all applicable fees.

6.3 Auto-Renewal. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW EACH YEAR at the then-current rate unless you cancel before your renewal date. We will send a reminder email at least 30 days before renewal. You may cancel anytime through your account settings to prevent future charges.

6.4 30-Day Money-Back Guarantee. If you are not satisfied with the Service, you may request a full refund within 30 days of your initial purchase by emailing support@smartopshealth.com. Refunds are not available after the 30-day period or for renewal charges (cancel before renewal to avoid charges).

6.5 Cancellation. You may cancel your subscription at any time through your account settings or by emailing support@smartopshealth.com. Cancellation takes effect at the end of the current billing period. No prorated refunds are provided for partial periods after the 30-day guarantee window.

6.6 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, excluding taxes based on our net income.

6.7 Failed Payments. If payment fails, we may suspend access to the Service until payment is received. We may terminate accounts with outstanding balances after 30 days.

7. Intellectual Property Rights

7.1 Your Content. You retain all ownership rights to documents and content you upload to the Service ("User Content"). By uploading User Content, you grant SmartOps Health a limited, non-exclusive, royalty-free license to process, analyze, store, and display such content solely to provide the Service to you.

7.2 Our Property. The Service, including its software, algorithms, user interface, documentation, and branding, is owned by SmartOps Health and protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except the limited right to use it as described herein.

7.3 Feedback. If you provide suggestions, feedback, or ideas regarding the Service, you grant us an unrestricted, perpetual, royalty-free license to use such feedback for any purpose.

7.4 AI Training. We do NOT use your User Content to train our AI models. Analysis is performed using pre-trained models, and your documents are not retained for machine learning purposes.

8. Confidentiality

We treat User Content as confidential and will not disclose it except: (a) as necessary to provide the Service; (b) with your consent; (c) as required by law, regulation, or court order; or (d) to our service providers bound by confidentiality obligations. Our data security practices are described in our Privacy Policy.

9. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, SMARTOPS HEALTH DOES NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• ANY AI-GENERATED ANALYSIS WILL BE ACCURATE, COMPLETE, OR RELIABLE
• THE SERVICE WILL IDENTIFY ALL RISKS, items to review, OR ISSUES IN YOUR CONTRACTS
• THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS
• DEFECTS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES

YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT MAY CONTAIN ERRORS AND SHOULD BE INDEPENDENTLY VERIFIED BY A QUALIFIED PROFESSIONAL.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTOPS HEALTH, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA
• COST OF SUBSTITUTE SERVICES
• DAMAGES ARISING FROM CONTRACTS YOU SIGN OR DECISIONS YOU MAKE
• DAMAGES ARISING FROM RELIANCE ON AI-GENERATED ANALYSIS WITHOUT LEGAL REVIEW

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SMARTOPS HEALTH IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

10.3 Essential Purpose. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless SmartOps Health and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third-party rights; or (e) decisions made or actions taken based on Service output.

12. Term and Termination

12.1 Term. These Terms remain in effect until terminated by either party.

12.2 Termination by You. You may terminate by canceling your subscription and deleting your account through the Service settings.

12.3 Termination by Us. We may suspend or terminate your access immediately, without notice, for: (a) violation of these Terms; (b) fraudulent or illegal activity; (c) non-payment; (d) extended inactivity; or (e) any other reason at our sole discretion.

12.4 Effect of Termination. Upon termination: (a) your right to access the Service ceases immediately; (b) we may delete your User Content after 30 days; (c) provisions that by their nature should survive (including Sections 3, 7, 9, 10, 11, 14, and 15) shall survive.

13. Modifications to Terms

We may modify these Terms at any time by posting revised Terms on our website. Material changes will be communicated via email or in-app notification at least 30 days before taking effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Service.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution. Before initiating formal proceedings, you agree to contact us at legal@smartopshealth.com to attempt to resolve any dispute informally.

14.2 Binding Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration shall be conducted in Houston, Texas, by a single arbitrator. The arbitrator's decision shall be final and binding.

14.3 Class Action Waiver. YOU AND SMARTOPS HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.

14.4 Exceptions. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights.

15. General Provisions

15.1 Governing Law. These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

15.2 Entire Agreement. These Terms, together with the Privacy Policy and any executed BAA, constitute the entire agreement between you and SmartOps Health regarding the Service.

15.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

15.4 Waiver. Our failure to enforce any right or provision does not constitute a waiver of such right or provision.

15.5 Assignment. You may not assign these Terms without our written consent. We may assign these Terms freely.

15.6 Force Majeure. Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, acts of government, or internet outages.

15.7 Notices. Notices to you may be sent to the email address associated with your account. Notices to us should be sent to legal@smartopshealth.com.

16. Contact Information

SmartOps Health LLC ("SmartOps Health," "Company," "we," "us," or "our") is committed to protecting your privacy. This Privacy Policy describes how we collect, use, disclose, and safeguard your information when you use our Practice Advisor service (the "Service"). Please read this policy carefully. By using the Service, you consent to the practices described herein.

1. Information We Collect

1.1 Information You Provide Directly

• Account Information: Name, email address, password, practice name, practice type, and location when you register
• User Content: Contracts, agreements, and documents you upload for analysis ("User Content")
• Communications: Information you provide when contacting support or providing feedback
• Payment Information: Billing address and payment method details (processed by Stripe; we do not store complete card numbers)

1.2 Information Collected Automatically

• Device Information: Browser type, operating system, device identifiers
• Log Data: IP address, access times, pages viewed, referring URL
• Usage Data: Features used, actions taken, session duration, click patterns
• Cookies: Essential cookies for authentication and session management (see Section 8)

1.3 Information from Third Parties

• Payment Processor: Transaction confirmations and billing status from Stripe
• Analytics: Aggregated usage patterns (no personal identifiers)

2. How We Use Your Information

We use collected information for the following purposes:

• Service Delivery: To provide, maintain, and improve the Service
• Contract Analysis: To process your documents through our AI system and generate insights
• Account Management: To create and manage your account, process payments, and provide support
• Communications: To send renewal reminders, security alerts, service updates, and respond to inquiries
• Security: To detect, prevent, and respond to fraud, abuse, or security incidents
• Legal Compliance: To comply with applicable laws, regulations, and legal processes
• Analytics: To understand usage patterns and improve the Service (using aggregated, de-identified data)

We do NOT use your User Content to train AI models.

3. Legal Basis for Processing (GDPR)

For users in the European Economic Area, UK, or Switzerland, we process personal data based on:

• Contract Performance: Processing necessary to provide the Service you requested
• Legitimate Interests: Service improvement, security, and fraud prevention
• Legal Obligation: Compliance with applicable laws
• Consent: Where specifically required and obtained

4. Data Sharing and Disclosure

We do NOT sell, rent, or trade your personal information. We share data only in the following circumstances:

4.1 Service Providers

We engage trusted third-party companies to perform services on our behalf, subject to confidentiality obligations:

Provider	Purpose	Data Shared
Supabase	Database & Authentication	Account data, User Content
Anthropic	AI Contract Analysis	Document text (not retained)
Stripe	Payment Processing	Billing information
Vercel	Web Hosting	Log data, IP addresses

4.2 Legal Requirements

We may disclose information if required by law, subpoena, court order, or government request, or if we believe disclosure is necessary to: (a) comply with legal obligations; (b) protect our rights or property; (c) prevent fraud or illegal activity; or (d) protect the safety of any person.

4.3 Business Transfers

In the event of a merger, acquisition, or sale of assets, your information may be transferred. We will notify you before your information becomes subject to a different privacy policy.

5. Data Security

We implement industry-standard security measures to protect your information:

• Encryption in Transit: TLS 1.3 for all data transmission
• Encryption at Rest: AES-256 encryption for stored data
• Access Controls: Role-based access, principle of least privilege
• Infrastructure: SOC 2 Type II compliant hosting (Supabase, Vercel)
• Authentication: Secure password hashing, session management
• Monitoring: Continuous security monitoring and logging
• Incident Response: Documented procedures for security incidents

While we use commercially reasonable safeguards, no method of transmission or storage is 100% secure. We cannot guarantee absolute security.

6. Data Retention

• Active Accounts: We retain your data while your account remains active
• Account Deletion: Upon account deletion, we remove your data within 30 days, except as required by law
• Backups: Data may persist in encrypted backups for up to 90 days
• Legal Holds: We may retain data longer if required for legal proceedings or compliance

7. Your Privacy Rights

Depending on your location, you may have the following rights:

• Access: Request a copy of personal data we hold about you
• Correction: Request correction of inaccurate data
• Deletion: Request deletion of your data ("right to be forgotten")
• Portability: Request your data in a machine-readable format
• Restriction: Request restriction of processing in certain circumstances
• Objection: Object to processing based on legitimate interests
• Withdraw Consent: Where processing is based on consent

To exercise these rights, contact us at privacy@smartopshealth.com. We will respond within 30 days (or as required by applicable law). We may request verification of your identity.

California Residents (CCPA/CPRA): You have the right to know what personal information is collected, request deletion, opt out of sale (we do not sell data), and not be discriminated against for exercising your rights.

8. Cookies and Tracking Technologies

Essential Cookies Only: We use strictly necessary cookies for:

• User authentication and session management
• Security and fraud prevention
• Remembering your preferences

We do NOT use: Advertising cookies, third-party tracking cookies, or cross-site tracking.

You can configure your browser to block cookies, but this may affect Service functionality.

9. HIPAA and Healthcare Data

Practice Advisor is designed for analyzing business contracts, which typically do not contain Protected Health Information (PHI). However:

• No PHI Without BAA: Do not upload documents containing PHI unless you have executed a Business Associate Agreement with us
• BAA Available: Healthcare organizations requiring HIPAA compliance may request a BAA by contacting legal@smartopshealth.com
• Your Responsibility: You are responsible for determining whether documents contain PHI before uploading

10. International Data Transfers

Your information may be transferred to and processed in the United States or other countries where our service providers operate. We ensure appropriate safeguards are in place, including:

• Standard Contractual Clauses approved by the European Commission
• Data Processing Agreements with all service providers
• Compliance with applicable data protection frameworks

11. Children's Privacy

The Service is not intended for individuals under 18 years of age. We do not knowingly collect personal information from children. If we learn we have collected information from a child, we will delete it promptly.

12. Third-Party Links

The Service may contain links to third-party websites. We are not responsible for the privacy practices of these sites. We encourage you to review their privacy policies.

13. Changes to This Policy

We may update this Privacy Policy periodically. Material changes will be communicated via email or in-app notification at least 30 days before taking effect. The "Last Updated" date at the top indicates the most recent revision.

14. Contact Us

If you have a complaint about our privacy practices, you may also contact your local data protection authority.

1. Understanding Business Associate Agreements

Under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, including the Privacy Rule (45 CFR Part 160 and Subparts A and E of Part 164) and the Security Rule (45 CFR Part 160 and Subparts A and C of Part 164), a Covered Entity must enter into a Business Associate Agreement ("BAA") with any Business Associate that creates, receives, maintains, or transmits Protected Health Information ("PHI") on behalf of the Covered Entity.

2. Does Practice Advisor Require a BAA?

In most cases, no. Practice Advisor is designed to analyze business contracts such as:

• Vendor and service agreements
• Equipment leases
• Office/facility leases
• Payer contracts
• Employment agreements
• EHR/software licenses
• Non-disclosure agreements

These documents typically do not contain PHI as defined under HIPAA (45 CFR § 160.103). If you only upload business contracts without individually identifiable health information, a BAA is generally not required.

3. When a BAA Is Required

You must execute a BAA with SmartOps Health before uploading any document that contains PHI. PHI includes any information that:

• Relates to the past, present, or future physical or mental health condition of an individual
• Relates to the provision of health care to an individual
• Relates to payment for health care services
• AND identifies the individual or could reasonably be used to identify the individual

Examples of documents that MAY contain PHI:

• Patient care coordination agreements with patient names
• Settlement agreements referencing specific patient claims
• Contracts with patient rosters or utilization data
• Documents containing medical record numbers or health plan IDs

4. SmartOps Health BAA Commitments

When you execute a BAA with SmartOps Health, we contractually commit to:

4.1 Permitted Uses and Disclosures

• Use and disclose PHI only as permitted by the BAA and applicable law
• Not use or disclose PHI in a manner that would violate the Privacy Rule if done by the Covered Entity
• Use PHI only for the purpose of providing the contracted services

4.2 Safeguards

• Implement administrative, physical, and technical safeguards as required by the Security Rule
• Protect against reasonably anticipated threats to the security or integrity of PHI
• Protect against reasonably anticipated unauthorized uses or disclosures
• Ensure workforce compliance with safeguard requirements

4.3 Reporting Obligations

• Report any use or disclosure not permitted by the BAA
• Report any Security Incident of which we become aware
• Report any Breach of Unsecured PHI as required by the Breach Notification Rule

4.4 Subcontractors

• Ensure any subcontractor that creates, receives, maintains, or transmits PHI agrees to the same restrictions
• Maintain written agreements with subcontractors as required by 45 CFR § 164.502(e)(1)(ii)

4.5 Access and Amendment

• Make PHI available to individuals as required under HIPAA's access provisions
• Make PHI available for amendment and incorporate amendments as directed
• Provide information needed for accountings of disclosures

4.6 Termination

• Upon termination, return or destroy all PHI, if feasible
• If return or destruction is not feasible, extend protections indefinitely and limit further uses

5. Our Security Posture

SmartOps Health maintains security controls aligned with HIPAA requirements:

Control Category	Implementation
Encryption	AES-256 at rest, TLS 1.3 in transit
Access Control	Role-based access, unique user identification, automatic session termination
Audit Controls	Comprehensive logging of system activity and data access
Integrity	Data validation, checksums, tamper detection
Transmission Security	Encrypted channels only, certificate validation
Infrastructure	SOC 2 Type II compliant providers (Supabase, Vercel)
AI Processing	Zero data retention by Anthropic per enterprise agreement

6. Subprocessors

The following subprocessors may process data on behalf of SmartOps Health:

• Supabase Inc. — Database hosting and authentication (SOC 2 Type II)
• Anthropic PBC — AI analysis processing (no data retention)
• Vercel Inc. — Application hosting (SOC 2 Type II)
• Stripe Inc. — Payment processing (PCI-DSS Level 1)

We maintain BAAs or equivalent data protection agreements with all subprocessors that may access PHI.

7. Your Responsibilities

As a Covered Entity, you are responsible for:

• Determining whether documents contain PHI before uploading
• Executing a BAA with SmartOps Health before uploading PHI
• Implementing appropriate minimum necessary policies
• Obtaining any required patient authorizations
• Maintaining your own HIPAA compliance program

8. Request a Business Associate Agreement

To execute a BAA with SmartOps Health, please provide:

• Organization legal name and address
• Authorized signatory name and title
• Contact email for privacy/compliance matters
• Brief description of intended use case
• NPI number (if applicable)

Note: This information is provided for educational purposes and does not constitute legal advice. Please consult with your legal counsel or compliance officer regarding your organization's HIPAA obligations.

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