Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or an entity, "you" or "Customer") and Practor (Pty) Ltd, a private company registered in South Africa ("Practor," "we," "us," or "our"), governing your access to and use of the Practor platform, including our website at practor.app, web application, mobile applications, APIs, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms, our Privacy Policy, and any applicable Business Associate Agreement. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

• "Authorized Users" means individuals who are authorized by Customer to access the Service under Customer's account, including physicians, nurses, administrative staff, and other practice personnel.
• "Business Associate Agreement" or "BAA" means the agreement between Practor and Customer governing the use and disclosure of Protected Health Information, as required by HIPAA.
• "Covered Entity" has the meaning defined under HIPAA (45 CFR 160.103) and refers to the healthcare provider, health plan, or healthcare clearinghouse that is the Customer.
• "Customer Data" means all data, information, and content that Customer or its Authorized Users upload, submit, store, or transmit through the Service, including but not limited to patient records, clinical notes, scheduling data, billing information, and communications.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act and implementing regulations at 45 CFR Parts 160 and 164.
• "PHI" or "Protected Health Information" has the meaning defined under HIPAA (45 CFR 160.103).
• "Subscription Term" means the period during which Customer has an active paid subscription to the Service, as specified in the applicable Order Form or subscription selection.

3. Description of Services

Practor provides a cloud-based electronic health record (EHR) and practice management platform that includes:

• Ava AI Assistant: A voice assistant, ambient clinical documentation listener, and secure chat agent powered by artificial intelligence.
• Patient Management: FHIR-compliant patient records, demographics, medical history, allergies, medications, and document management.
• Scheduling: Online patient booking, appointment management, automated reminders, recurring appointments, and waitlist management.
• Billing and Invoicing: Claim generation, CPT and ICD-10 coding assistance, electronic claim submission, payment tracking, and revenue cycle analytics.
• Secure Messaging: HIPAA-compliant messaging between providers and patients with read receipts and file sharing.
• Team Collaboration: Shared tasks, workflow management, and role-based access controls.

Features and functionality may vary based on your subscription plan. Practor reserves the right to add, modify, or discontinue features as described in Section 12.

3.1 AI-Generated Content

The Service includes AI-powered features that generate clinical documentation, coding suggestions, and other content. AI-generated content is provided as a drafting aid and is not a substitute for professional medical judgment. All AI-generated clinical content must be reviewed, edited as necessary, and approved by a licensed healthcare provider before it becomes part of the official medical record. Practor does not practice medicine and is not responsible for clinical decisions made using AI-generated output.

4. Accounts and Security

4.1 Account Registration

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the accuracy of your account information and must promptly update it if it changes.

4.2 Account Security

You are responsible for safeguarding access to your account and for all activity that occurs under your account. You must:

• Use a strong, unique password for your Practor account.
• Enable multi-factor authentication (MFA), which is required for all accounts that access PHI.
• Not share your account credentials with any unauthorized person.
• Notify Practor immediately at security@practor.app if you suspect unauthorized access to your account.

Practor is not liable for any loss resulting from unauthorized use of your account where you have failed to maintain adequate security measures.

4.3 Authorized Users

Customer is responsible for managing its Authorized Users, including granting and revoking access, assigning appropriate roles and permissions, and ensuring that all Authorized Users comply with these Terms. Customer must promptly deactivate the accounts of Authorized Users who are no longer affiliated with Customer's practice.

5. HIPAA Compliance and Business Associate Agreement

5.1 Business Associate Obligations

When Customer is a Covered Entity and has executed a BAA with Practor, Practor will serve as a Business Associate and will:

• Use and disclose PHI only as permitted by the BAA and applicable law.
• Implement safeguards to prevent unauthorized use or disclosure of PHI.
• Report any Security Incident or Breach of Unsecured PHI to Customer as required by the BAA and the HIPAA Breach Notification Rule.
• Ensure that any subcontractors with access to PHI agree to equivalent restrictions and enter into subcontractor BAAs.
• Make information available for compliance audits as required by HIPAA and the BAA.

5.2 Customer's HIPAA Obligations

Customer is responsible for its own HIPAA compliance, including but not limited to:

• Obtaining any required patient consents or authorizations before entering PHI into the Service.
• Determining appropriate access levels for Authorized Users based on the Minimum Necessary standard.
• Providing patients with a Notice of Privacy Practices that accurately describes how PHI may be disclosed to Business Associates, including Practor.
• Notifying Practor of any restrictions on the use or disclosure of PHI that Customer has agreed to with a patient, to the extent such restrictions affect Practor's obligations.
• Ensuring that its use of the Service, including any AI-generated content, complies with applicable healthcare regulations.

5.3 21st Century Cures Act Compliance

Practor supports the interoperability requirements of the 21st Century Cures Act and the ONC Information Blocking Rule (45 CFR Part 171). Customer agrees not to use the Service in a manner that constitutes information blocking as defined under the rule. Practor provides APIs and data export capabilities to facilitate the exchange of electronic health information.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must:

• Comply with all applicable federal, state, and local laws and regulations, including HIPAA, HITECH, and state health privacy laws.
• Use the Service only for legitimate healthcare operations, treatment, and payment activities.
• Maintain appropriate professional licenses and credentials as required by law.
• Ensure all clinical content and patient data entered into the Service is accurate and current to the best of your knowledge.
• Review and verify all AI-generated clinical documentation before finalizing it in a patient's record.

7. Prohibited Conduct

You may not, directly or indirectly:

• Use the Service for any purpose that violates HIPAA or other applicable healthcare regulations.
• Access or attempt to access PHI of patients who are not under your care or for whom you do not have a legitimate treatment, payment, or healthcare operations purpose.
• Share, distribute, or disclose PHI except as permitted by HIPAA and the BAA.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service or any component thereof.
• Copy, modify, create derivative works from, or distribute the Service or any content provided through the Service, except Customer Data.
• Use automated systems (bots, scrapers, crawlers) to access the Service without written authorization.
• Attempt to gain unauthorized access to any part of the Service, other accounts, or computer systems or networks connected to the Service.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Upload viruses, malware, or other malicious code.
• Use the Service to transmit unsolicited communications (spam).
• Impersonate another person or entity, or falsely state or misrepresent your affiliation.
• Use AI-generated output as a final clinical determination without licensed provider review.
• Use the Service to facilitate fraudulent billing, upcoding, or any activity that violates the False Claims Act or Anti-Kickback Statute.

8. Intellectual Property

8.1 Practor's Intellectual Property

The Service, including all software, algorithms, AI models, user interface designs, documentation, trademarks, logos, and other materials ("Practor Materials") are owned by Practor or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any ownership interest in the Practor Materials.

8.2 License to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, Practor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term for your internal business purposes.

8.3 Feedback

If you provide suggestions, ideas, feature requests, or other feedback about the Service ("Feedback"), you grant Practor a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate such Feedback into the Service without restriction or obligation to you. Feedback does not include Customer Data or PHI.

9. Your Data and Content

9.1 Ownership

You retain all right, title, and interest in your Customer Data. Practor does not claim ownership of Customer Data, including PHI. Nothing in these Terms transfers ownership of Customer Data to Practor.

9.2 License to Process

You grant Practor a limited license to host, store, process, transmit, and display Customer Data solely to the extent necessary to provide the Service and as permitted by the BAA. This license terminates upon termination of these Terms, subject to the data return and deletion obligations in Section 14.

9.3 De-identified and Aggregated Data

Practor may create and use De-identified Data and Aggregated Data derived from Customer Data, in accordance with the HIPAA Safe Harbor de-identification standard. Such data is no longer considered PHI or Customer Data, and Practor may use it for product improvement, analytics, benchmarking, and research purposes.

9.4 Responsibility for Content

You are solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which you acquired it. Practor is not responsible for the content of Customer Data, including clinical decisions documented within the Service.

10. Fees and Payment

10.1 Subscription Fees

Access to the Service requires a paid subscription. Fees, billing frequency, and included features are described on the applicable pricing page or Order Form. All fees are quoted in U.S. dollars unless otherwise specified.

10.2 Payment Terms

Subscription fees are billed in advance for each billing period (monthly or annual, as selected). Payment is due upon invoice. We accept payment by credit card, debit card, and ACH/bank transfer for annual plans. All payments are processed by our PCI-DSS Level 1 compliant payment processor.

10.3 Price Changes

Practor may adjust subscription fees upon at least 60 days' written notice before the start of your next renewal period. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing. If you do not agree with a price change, you may cancel your subscription before the new pricing takes effect.

10.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all sales, use, value-added, and similar taxes, except for taxes based on Practor's net income.

10.5 Late Payment

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If payment is more than 30 days overdue, Practor may suspend access to the Service upon 10 days' written notice, provided that we will not suspend access in a manner that would prevent a Covered Entity from accessing PHI necessary for ongoing patient care.

10.6 Refunds

Subscription fees are non-refundable except as required by law or as expressly stated in an Order Form. If Practor materially breaches these Terms and fails to cure the breach within 30 days of written notice, you may be entitled to a pro-rated refund for the unused portion of your Subscription Term.

11. Service Availability and Support

11.1 Uptime Commitment

Practor targets 99.9% uptime for the Service, measured monthly, excluding scheduled maintenance windows. Specific uptime commitments and service level credits may be set forth in an Enterprise Service Level Agreement (SLA).

11.2 Scheduled Maintenance

Practor performs scheduled maintenance during low-usage windows and will provide at least 48 hours' notice for planned downtime. Emergency maintenance to address security vulnerabilities or critical issues may be performed without advance notice.

11.3 Support

Practor provides customer support during business hours (Monday through Friday, 9:00 AM to 6:00 PM South Africa Standard Time (SAST/UTC+2), excluding South African public holidays) via email and in-app chat. Enterprise customers may have access to priority support, dedicated account managers, and extended support hours as specified in their Order Form.

12. Modifications to the Service

Practor may modify, update, or enhance the Service from time to time. We will provide reasonable notice for changes that materially reduce the functionality of features you are actively using. If a modification materially and adversely affects your use of the Service and you notify us in writing within 30 days of the change, you may terminate your subscription and receive a pro-rated refund for the unused portion of your Subscription Term.

We may update these Terms from time to time. Material changes will be communicated via email or a prominent notice within the Service at least 30 days before taking effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Service.

13. Termination

13.1 Termination by Customer

You may cancel your subscription at any time through your account settings or by contacting us at support@practor.app. Cancellation takes effect at the end of the current billing period. You remain responsible for all fees incurred through the end of the billing period.

13.2 Termination by Practor

Practor may suspend or terminate your access to the Service if:

• You materially breach these Terms and fail to cure the breach within 30 days of written notice.
• You engage in Prohibited Conduct as described in Section 7.
• Your account is more than 60 days past due on payment (subject to the patient care exception in Section 10.5).
• Continued provision of the Service would violate applicable law.

We will provide reasonable notice before termination except where immediate termination is necessary to comply with law, prevent harm, or protect the security of the Service. Where feasible, we will provide an opportunity to cure before termination.

13.3 Effect of Termination

Upon termination, your right to access the Service ceases. The following provisions survive termination: Section 5 (HIPAA), Section 8 (Intellectual Property), Section 9 (Your Data), Section 14 (Data Portability), Section 15 (Warranties), Section 16 (Liability), Section 17 (Indemnification), Section 18 (Disputes), Section 19 (Governing Law), and Section 20 (General Provisions).

14. Data Portability and Post-Termination

14.1 Data Export

During the Subscription Term, you may export your Customer Data at any time using the Service's built-in export tools. Practor supports export in standard healthcare interoperability formats, including:

• FHIR R5 (Fast Healthcare Interoperability Resources) for clinical data.
• C-CDA (Consolidated Clinical Document Architecture) for patient summaries.
• CSV and JSON formats for scheduling, billing, and administrative data.
• PDF for human-readable document exports.

14.2 Post-Termination Data Access

Following termination or expiration of your subscription, Practor will make your Customer Data available for export for a period of 90 days ("Retrieval Period"). During the Retrieval Period, you will have read-only access to your data and may use the export tools described above.

14.3 Data Deletion

After the Retrieval Period, Practor will securely delete or de-identify your Customer Data in accordance with the BAA and NIST SP 800-88 guidelines for media sanitization, except where retention is required by law or necessary to comply with HIPAA record retention obligations. We will provide written confirmation of deletion upon request.

14.4 Transition Assistance

Upon request, Practor will provide reasonable transition assistance to facilitate your migration to another platform. Transition assistance beyond what is included in standard export tools may be subject to professional services fees at Practor's then-current rates.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SIGNED ORDER FORM, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. PRACTOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Practor does not warrant that: (a) the Service will be uninterrupted, error-free, or completely secure; (b) defects will be corrected within any specific timeframe; (c) the Service will meet your specific requirements beyond those expressly described; or (d) AI-generated content will be accurate, complete, or suitable for any particular clinical purpose.

16. Limitation of Liability

16.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap

EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 5 (HIPAA), SECTION 17 (INDEMNIFICATION), OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PRACTOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Healthcare-Specific Limitations

PRACTOR IS NOT RESPONSIBLE FOR: (A) CLINICAL DECISIONS MADE BY HEALTHCARE PROVIDERS USING THE SERVICE; (B) THE ACCURACY OR COMPLETENESS OF CUSTOMER DATA ENTERED INTO THE SERVICE; (C) PATIENT OUTCOMES RESULTING FROM TREATMENT DECISIONS; OR (D) CUSTOMER'S FAILURE TO COMPLY WITH APPLICABLE HEALTHCARE LAWS AND REGULATIONS.

17. Indemnification

17.1 Indemnification by Practor

Practor shall indemnify, defend, and hold harmless Customer from any third-party claim, demand, or action ("Claim") alleging that Customer's authorized use of the Service infringes a third party's U.S. patent, copyright, or trademark, provided that Customer: (a) promptly notifies Practor in writing; (b) gives Practor sole control of the defense and settlement; and (c) provides reasonable cooperation at Practor's expense.

17.2 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Practor from any Claim arising from: (a) Customer's breach of these Terms; (b) Customer's violation of applicable law, including HIPAA; (c) Customer Data, including claims that Customer Data infringes a third party's rights; (d) the acts or omissions of Customer's Authorized Users; or (e) Customer's clinical decisions or patient care activities.

18. Dispute Resolution

18.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve disputes informally. Either party may initiate informal resolution by sending written notice describing the dispute. The parties will negotiate in good faith for at least 60 days following such notice.

18.2 Binding Arbitration

If the dispute is not resolved informally within 60 days, either party may submit the dispute to binding arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) under its Commercial Arbitration Rules, or, for U.S.-based Customers, the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator with experience in healthcare technology disputes. The seat of arbitration will be Johannesburg, South Africa, or a mutually agreed-upon location. The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

18.3 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first engaging in arbitration. Claims related to HIPAA breaches involving PHI are not subject to the arbitration requirement and may be brought in any court of competent jurisdiction.

18.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If a court or arbitrator determines that this class action waiver is unenforceable, then this entire arbitration provision shall be null and void.

19. Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law principles. To the extent a dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of the High Court of South Africa. For U.S.-based Customers processing PHI under a BAA, HIPAA and its implementing regulations apply to the extent they govern the use and disclosure of PHI, regardless of the governing law of these Terms.

20. General Provisions

20.1 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, acts of government, war, terrorism, labor disputes, power outages, or internet service failures ("Force Majeure Event"). The affected party must provide prompt notice and use commercially reasonable efforts to resume performance.

20.2 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without Practor's prior written consent. Practor may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this section is void.

20.3 Notices

All notices under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier to the address on file. Notices to Practor must be sent to legal@practor.app.

20.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

20.5 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any right or provision must be in writing and signed by the waiving party.

20.6 Entire Agreement

These Terms, together with the Privacy Policy, BAA, and any applicable Order Forms, constitute the entire agreement between you and Practor regarding the Service and supersede all prior agreements, understandings, and representations. In the event of a conflict between these Terms and an Order Form, the Order Form controls.

20.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. Patients whose PHI is processed through the Service are not third-party beneficiaries of these Terms, though their rights under HIPAA and applicable law are not affected.

20.8 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

20.9 Export Compliance

You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations. You may not use or export the Service in violation of such laws or in any country subject to U.S. trade sanctions.

20.10 Government Users

If you are a U.S. government entity, use, duplication, or disclosure of the Service is subject to the restrictions set forth in 48 CFR 227.7202 and 48 CFR 12.212. The Service is deemed "commercial computer software" under these regulations.

21. Contact Us

If you have questions about these Terms, contact us at:

Practor (Pty) Ltd
Legal Department
Email: legal@practor.app

For support inquiries, contact support@practor.app.
For security concerns, contact security@practor.app.
For privacy matters, contact privacy@practor.app.