Terms and Conditions

These Terms are the click-through by which a healthcare practice ("Customer," "you") and its users accept Sefton's customer agreement. They do not set out the commercial and legal terms themselves. Those live in the documents listed in Section 1, which these Terms incorporate in full. Patients using the patient portal accept the separate Patient Portal Terms of Use instead.

By checking the box at sign-up, or by using the Service, Customer accepts these Terms and the following documents (together, the "Agreement"), each of which is incorporated into these Terms by reference and is available at the links shown at sign-up and in Settings > Legal:

1. the Master Subscription Agreement ("MSA");
2. the Business Associate Agreement ("BAA");
3. the AI-Features Addendum;
4. the CPT® End-User Terms (the AMA flow-down terms for CPT content); and
5. the Privacy Policy (provider and corporate).

During onboarding, a person authorized to bind Customer signs the MSA, the BAA and the AI-Features Addendum in the Platform agreements step, and Customer accepts the CPT End-User Terms before CPT content is first shown. Sefton records each acceptance with the document version, the time and the accepting user, and those records are the executed copies.

If you accept on behalf of a practice or organization, you represent that you are authorized to bind it, and "Customer" means that organization. Each individual user Customer authorizes is bound by the MSA's acceptable-use and account-security terms (MSA §§2.3–2.4), and Customer is responsible for its users (MSA §2.4).

If the documents conflict: the BAA controls for PHI; the AI-Features Addendum controls for AI-feature behavior and clinical and coding responsibility; then the MSA; then the Privacy Policy; then any Order. These Terms add no obligations of their own and yield to all of them. An Order may vary the MSA's commercial terms but may not override the BAA, any HIPAA obligation, or the AI-Features Addendum's allocation of clinical responsibility (MSA §13.3).

• License, eligibility, acceptable use: MSA §2
• Fees, trials, auto-renewal, taxes, price changes: MSA §3
• PHI and the Business Associate relationship: BAA; MSA §4.2
• Data ownership, de-identified data, benchmarks and research: MSA §4; Privacy Policy
• AI-assisted documentation, coding, translation: AI-Features Addendum
• CPT® content: CPT End-User Terms; MSA §5.3
• Intellectual property and feedback: MSA §5
• Term, termination, data export: MSA §§6, 14.5
• Suspension: MSA §7
• Warranties and disclaimers: MSA §8
• Indemnification: MSA §9
• Limitation of liability: MSA §10
• Confidentiality: MSA §11
• Healthcare compliance, consents, templates: MSA §12
• Governing law, courts, jury waiver: MSA §13.1
• Changes to the Agreement: MSA §15

Two commercial terms Customer should notice before accepting, both stated in full in the MSA: AI-assisted features, including documentation and translation, are subject to reasonable fair use (MSA §2.5); and subscription rates may adjust by up to 4% annually at renewal, with written notice at least 30 days before the renewal (MSA §3.6).

Sefton changes the Agreement only as MSA §15 provides: material changes are notified at least 30 days before they take effect, and Customer may cancel before the effective date instead of accepting them.

New Jersey law governs, and disputes are resolved in the state or federal courts located in New Jersey, as MSA §13.1 provides, including its waiver of jury trial. There is no arbitration agreement.

Sefton Health, Inc., 31 E Newell Avenue, Rutherford, NJ 07070 · legal@sefton.health (product/legal) · admin@sefton.health (corporate)