Terms and Conditions

Provider: Sefton Health, Inc. ("Sefton," "we," "us," "our")
Service: The Sefton clinical platform, including sefton.health, associated mobile applications, and APIs (the "Service").

These Terms govern healthcare providers, practices, and their authorized users ("Customer," "you") who subscribe to and use the Service. Patient use of the patient portal is additionally governed by the Privacy Policy and any consent presented in-product.

By creating an account, accessing, or using the Service, you agree to these Terms. If you use the Service on behalf of a practice or organization, you represent that you are authorized to bind it, and "you" includes that organization.

The Service provides clinical workflow tooling for allied-health and behavioral-health practices, which may include scheduling, telehealth, clinical documentation (including voice-assisted and automated documentation support), billing and claims workflows, patient communication, and a patient portal. We may update, add, or remove features over time. The Service is a tool used by you; it does not provide medical advice and is not a substitute for your professional judgment.

• You must be a licensed healthcare provider or an authorized member/agent of a provider's practice to use clinician features.
• You are responsible for the accuracy of registration information, for your users' compliance with these Terms, and for all activity under your accounts.
• You must protect credentials and notify us promptly of any unauthorized access. Multi-factor authentication and other security controls may be required.

You agree to:

• Use the Service in compliance with all applicable laws, including HIPAA, state privacy and telehealth laws, and professional and licensure requirements;
• Obtain all patient consents and authorizations required for your use of the Service, including for recording, transcription, and automated documentation (see the platform consent and the Privacy Policy);
• Provide care and make all clinical, coding, and billing decisions yourself — automated suggestions are administrative support that you must review;
• Not misuse the Service, including: no unlawful, infringing, or harmful use; no attempts to breach security or access data you are not authorized to access; no reverse engineering except as permitted by law; no use to build a competing service; and no uploading of malicious code.

You are responsible for the clinical and billing accuracy of records you create, submit, or transmit using the Service.

In providing the Service, Sefton acts as a Business Associate to you (a Covered Entity or its Business Associate) with respect to Protected Health Information (PHI). The parties' HIPAA obligations are governed by the Business Associate Agreement, which is incorporated by reference. In case of conflict between these Terms and the Business Associate Agreement regarding PHI, the Business Associate Agreement controls.

You retain all rights to your and your patients' data. We process it only to provide and support the Service, as permitted by the Business Associate Agreement and the Privacy Policy.

• The Service is offered on a subscription basis. Current pricing, trial terms, and seat structure are presented at sign-up and in your billing settings.
• Subscriptions may include a free trial. Unless cancelled before the trial ends, the subscription converts to a paid subscription at the then-current price.
• Fees are billed in advance on a recurring basis and are non-refundable except as required by law or expressly stated. Seat changes may be prorated.
• Payment is processed by our payment processor (Stripe). You authorize recurring charges to your payment method. Failed payments may result in suspension after a grace period. We keep payment data PHI-free.
• We may change pricing on reasonable advance notice effective at your next renewal.

Certain features (e.g., telehealth, automated documentation, eligibility, claim submission, ERA/payment posting) depend on third-party services and your own enrollment and consents. Some live revenue-cycle capabilities are gated and may require additional configuration, approvals, or enrollment before use. You are responsible for the regulatory and payer requirements applicable to your use.

The Service integrates third-party services (e.g., AWS for hosting and HIPAA-eligible processing, Optum for clearinghouse/ERA, Stripe for payments, identity providers for sign-in). Your use of those features may be subject to the third party's terms. We are not responsible for third-party services outside our control.

We and our licensors own the Service, including all software, designs, and content we provide (excluding your data and patient data). We grant you a limited, non-exclusive, non-transferable license to use the Service during your subscription; the license ends or is suspended only as provided in Sections 6 and 15. You may provide feedback, which we may use without restriction; feedback does not include your data or patient data.

Each party will protect the other's non-public information disclosed in connection with the Service. PHI is governed by the Business Associate Agreement and HIPAA, not this general confidentiality section.

We aim for high availability but do not guarantee uninterrupted service. Maintenance, updates, and factors outside our control may cause downtime. Support is provided per our then-current support channels (legal@sefton.health).

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICE IS A TOOL AND DOES NOT PROVIDE MEDICAL ADVICE; YOU ARE SOLELY RESPONSIBLE FOR CLINICAL, CODING, AND BILLING DECISIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA, ARISING FROM OR RELATED TO THE SERVICE. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Nothing limits liability that cannot be limited by law, or either party's indemnification or HIPAA/Business Associate Agreement obligations.

You will defend and indemnify Sefton against third-party claims arising from your use of the Service in violation of these Terms or applicable law, your clinical/billing decisions, or your failure to obtain required patient consents.

We may suspend or terminate access for material breach, non-payment after notice, or to protect the Service or third parties. You may cancel per your billing settings. On termination, your license ends. We will make your data available for export for a reasonable period and then delete or de-identify it consistent with the Business Associate Agreement, the Privacy Policy, and applicable retention law.

We may update these Terms. Material changes will be communicated by reasonable means (e.g., in-product notice or email) before they take effect. Continued use after the effective date constitutes acceptance.

These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-laws rules, and the parties consent to venue in the state and federal courts located in New Jersey. The parties will attempt to resolve disputes informally first.

Relationship to the Master Subscription Agreement (precedence). If Customer has entered a Master Subscription Agreement (MSA), the MSA, the Business Associate Agreement, and the AI-Features Addendum govern and control over these Terms on any conflict; these Terms are the default click-through for users who have not executed an MSA. Order of precedence: Business Associate Agreement (for PHI) > AI-Features Addendum (for AI behavior) > MSA > these Terms > Privacy Policy.

No third-party beneficiaries. These Terms are for the benefit of the parties only. Patients and other third parties are not third-party beneficiaries of these Terms and have no right to enforce them.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including natural disasters, war, terrorism, labor disputes, internet or utility failures, or governmental action), except for payment obligations.

Beta features. Features designated beta, preview, or early access are provided "AS IS," are excluded from any service commitments, and may be changed or withdrawn at any time.

If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, or sale of assets.