Praxo Terms of Service

1. Definitions

"Account" means the registered account created by the Subscriber to access and use the Platform.

"Account Owner" means the individual who initially creates the Account and is designated as the owner of the associated practice. The Account Owner holds the highest level of administrative authority over the Account.

"Authorized Users" means individuals granted access to the Platform by the Account Owner, including but not limited to practitioners, administrative staff, billing personnel, and front desk staff operating under defined roles and permissions.

"Patient" means any individual whose personal or health information is entered, stored, or processed through the Platform by the Subscriber or its Authorized Users.

"Patient Data" means any information relating to a Patient that is entered into or generated by the Platform, including but not limited to protected health information (PHI) as defined under HIPAA, demographic information, clinical records, appointment history, billing records, communications, and documents.

"Platform" means the Praxo web application, including all associated software, APIs, features, content, and services made available by MisFit Innovations LLC.

"Services" means all services provided through the Platform, including but not limited to electronic health records management, appointment scheduling, billing and invoicing, clinical note generation, patient communications, AI-powered features, document management, and data analytics.

"Subscriber" means the healthcare practice, entity, or individual practitioner that subscribes to and maintains an Account on the Platform.

"Subscriber Data" means all data uploaded to, entered into, or generated through the Platform by the Subscriber or its Authorized Users, including Patient Data, practice configuration, billing information, and communications.

"Subscription Plan" means the specific tier of services selected by the Subscriber, as described on the Platform's pricing page, including the Solo Plan and Team Plan.

2. The Services

Praxo is an AI-powered electronic health record (EHR) and practice management platform designed for healthcare practitioners and practices. The Platform provides tools for patient record management, appointment scheduling, clinical documentation, billing and invoicing, patient communications, referral management, compliance form management, and practice analytics.

The Platform includes artificial intelligence features, including but not limited to AI-assisted clinical note generation, scheduling intelligence, follow-up recommendations, and revenue analytics. These AI features are provided as decision-support tools only. AI-generated content, suggestions, and recommendations are intended to assist qualified healthcare professionals and do not constitute independent clinical judgment.

IMPORTANT: THE AI FEATURES PROVIDED BY THE PLATFORM ARE DECISION-SUPPORT TOOLS ONLY AND ARE NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT, TRAINING, EXPERIENCE, AND RESPONSIBILITY OF QUALIFIED HEALTHCARE PRACTITIONERS. ALL AI-GENERATED CONTENT, INCLUDING CLINICAL NOTES, RECOMMENDATIONS, AND SUGGESTIONS, MUST BE REVIEWED, VERIFIED, AND APPROVED BY A QUALIFIED HEALTHCARE PROFESSIONAL BEFORE USE IN PATIENT CARE. PRAXO DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR CLINICAL APPROPRIATENESS OF ANY AI-GENERATED CONTENT.

NO MEDICAL ADVICE: THE PLATFORM DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NOTHING ON THE PLATFORM SHALL BE CONSTRUED AS THE PRACTICE OF MEDICINE OR THE PROVISION OF HEALTHCARE SERVICES. THE SUBSCRIBER AND ITS AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS AND PATIENT CARE.

Praxo shall use commercially reasonable efforts to maintain Platform availability of at least 99.9% uptime, measured on a monthly basis, excluding scheduled maintenance windows, force majeure events, and third-party service disruptions. Scheduled maintenance shall be communicated to Subscribers in advance when practicable.

3. Account Registration and Security

To access the Platform, the Subscriber must create an Account by providing accurate, current, and complete registration information. The Subscriber shall promptly update its Account information to maintain its accuracy.

The Subscriber is solely responsible for maintaining the confidentiality and security of its Account credentials, including passwords, authentication tokens, and any other access mechanisms. The Subscriber shall immediately notify Praxo of any unauthorized use of its Account or any other security breach.

The Account Owner shall be responsible for managing Authorized Users, including granting, modifying, and revoking access, assigning roles and permissions, and ensuring that all Authorized Users comply with these Terms. The Account Owner is responsible for all activities that occur under its Account, whether or not authorized by the Account Owner.

The Subscriber represents and warrants that the Account Owner and all Authorized Users are at least eighteen (18) years of age and have the legal authority to enter into and be bound by these Terms.

4. Subscription Plans and Billing

The Platform is offered through Subscription Plans as described on the Platform's pricing page. Each Subscription Plan includes specific features, usage limits, and user seat allocations. Praxo reserves the right to modify Subscription Plans, features, and pricing with thirty (30) days prior notice to Subscribers.

Subscription fees are billed in advance on a monthly or annual basis through Stripe, our third-party payment processor. By subscribing, the Subscriber authorizes Praxo and Stripe to charge the designated payment method for all applicable fees. All fees are quoted in United States Dollars (USD).

The Subscriber is responsible for all applicable taxes, duties, and governmental assessments arising from the use of the Platform, excluding taxes based on Praxo's net income.

If a payment fails, Praxo shall notify the Subscriber and provide a reasonable grace period to update the payment method. Continued failure to pay may result in the suspension or termination of the Subscriber's access to the Platform. Praxo reserves the right to charge late fees or interest on overdue amounts to the maximum extent permitted by applicable law.

All fees paid are generally non-refundable except as expressly provided in these Terms, required by applicable law, or at Praxo's sole discretion.

5. Cancellation and Termination

The Subscriber may cancel its Subscription Plan at any time through the Settings page on the Platform. There are no cancellation fees and no minimum commitment period.

Cancellation shall take effect at the end of the current billing period. The Subscriber shall retain full access to all Platform features until the paid period expires.

Upon expiration of the Subscription Plan, the Subscriber's Account shall enter a read-only ("frozen") state. In this state, the Subscriber may log in, view patient records, view clinical notes, download documents, and export data. The Subscriber shall not be able to create appointments, add patients, send communications, or use AI features.

The Subscriber shall have a thirty (30) day reactivation window following Subscription Plan expiration to resubscribe and restore full Account functionality with no data loss. After the reactivation window, the Account shall remain in read-only mode, but data shall be retained.

Praxo shall retain Subscriber Data for a minimum of seven (7) years after cancellation in accordance with applicable healthcare record retention standards. The Subscriber may request early deletion of its data in writing, subject to applicable legal retention requirements.

If the Account Owner cancels a Team Plan, all Authorized Users shall lose access to the Platform when the Subscription Plan expires. The Account Owner shall retain read-only access.

Praxo may suspend or terminate a Subscriber's Account immediately and without prior notice for: (a) material breach of these Terms; (b) non-payment after the expiration of applicable grace periods; (c) conduct that poses a security risk to the Platform or other users; (d) legal or regulatory requirements; or (e) fraudulent, illegal, or abusive activity.

The following provisions shall survive termination of these Terms: Sections 6 (Data Ownership), 7 (Privacy and Security), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 14 (Dispute Resolution).

6. Data Ownership and Subscriber Data

The Subscriber retains all right, title, and interest in and to all Subscriber Data, including Patient Data. Praxo does not claim any ownership interest in Subscriber Data. Praxo acts solely as a custodian of Subscriber Data on behalf of the Subscriber.

Praxo shall not sell, rent, lease, or otherwise commercially exploit Subscriber Data to any third party. Praxo shall not use Subscriber Data for advertising, marketing, or any purpose unrelated to the provision of the Services.

Praxo may access Subscriber Data solely for the following purposes: (a) providing, maintaining, and improving the Services; (b) responding to Subscriber support requests; (c) diagnosing and resolving technical issues; (d) preventing fraud, abuse, or security threats; (e) complying with applicable law, regulation, or valid legal process; and (f) as otherwise authorized by the Subscriber.

The Subscriber may export all Subscriber Data at any time through the Platform's export functionality, in standard machine-readable formats including CSV and PDF. Upon request, Praxo shall provide reasonable assistance with data portability at no additional charge.

7. Privacy and Security

The collection, use, storage, and disclosure of personal information and Patient Data through the Platform is governed by the Praxo Privacy Policy, which is incorporated into these Terms by reference.

Praxo implements and maintains administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Subscriber Data, including: encryption of data in transit (TLS 1.2+) and at rest (AES-256); role-based access controls with granular permissions; comprehensive audit logging of all data access and modifications; support for multi-factor authentication; and regular security assessments.

For Subscribers who are Covered Entities or Business Associates under the Health Insurance Portability and Accountability Act (HIPAA), Praxo offers a Business Associate Agreement (BAA) that establishes the terms under which Praxo may create, receive, maintain, or transmit protected health information (PHI) on behalf of the Subscriber.

In the event of a data breach affecting Subscriber Data, Praxo shall notify the affected Subscriber without unreasonable delay, and in no event later than sixty (60) days after discovery of the breach, in accordance with applicable law and the terms of any executed BAA.

8. Acceptable Use Policy

The Platform shall be used solely for lawful purposes in connection with the operation of a legitimate healthcare practice. The Subscriber and its Authorized Users shall comply with all applicable federal, state, and local laws, regulations, and professional standards in connection with their use of the Platform.

The following conduct is expressly prohibited: (a) accessing or attempting to access any part of the Platform without authorization; (b) using automated bots, scrapers, crawlers, or similar tools to access or interact with the Platform; (c) uploading, transmitting, or distributing any malware, viruses, or other harmful code; (d) submitting fraudulent billing codes, claims, or financial information through the Platform; (e) reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the Platform; (f) reselling, sublicensing, or redistributing access to the Platform to any third party; (g) exceeding the seat limits or usage quotas established by the Subscriber's Subscription Plan; (h) using the Platform for any purpose other than the management of a healthcare practice; (i) impersonating any person or entity, or falsely representing an affiliation; (j) interfering with or disrupting the integrity or performance of the Platform; (k) storing or transmitting data that the Subscriber does not have the right to possess; (l) using the Platform in any manner that violates patient privacy rights or HIPAA regulations; and (m) engaging in any activity that could expose Praxo, its users, or patients to legal liability.

Praxo reserves the right to investigate suspected violations of this Acceptable Use Policy and to take appropriate action, including but not limited to issuing warnings, suspending or terminating Accounts, removing content, and reporting violations to law enforcement authorities.

9. Intellectual Property

Praxo and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, user interfaces, designs, trademarks, service marks, logos, and other intellectual property. These Terms do not grant the Subscriber any rights in or to the Platform's intellectual property except as expressly set forth herein.

If the Subscriber provides feedback, suggestions, or recommendations regarding the Platform ("Feedback"), the Subscriber hereby grants Praxo a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use, modify, distribute, and incorporate such Feedback into the Platform without any obligation to the Subscriber.

10. Third-Party Services

The Platform integrates with and relies upon third-party services, including but not limited to: Stripe for payment processing; Twilio for SMS and communication services; Anthropic for AI features; Supabase for database and authentication; and email service providers for transactional communications.

The Subscriber's use of third-party services integrated with the Platform is subject to the terms and conditions, privacy policies, and acceptable use policies of those third-party providers. Praxo is not responsible for the availability, accuracy, or reliability of third-party services, nor for any loss or damage arising from the Subscriber's use of or reliance on such services.

11. Disclaimers

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

PRAXO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PRAXO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, INFORMATION, OR RESULTS OBTAINED THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, PRAXO SPECIFICALLY DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR CLINICAL APPROPRIATENESS OF ANY AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO CLINICAL NOTES, RECOMMENDATIONS, SCHEDULING SUGGESTIONS, AND REVENUE ANALYTICS. THE SUBSCRIBER ASSUMES ALL RISK ASSOCIATED WITH THE USE OF AI-GENERATED CONTENT.

PRAXO DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT. PRAXO DOES NOT ENDORSE, RECOMMEND, OR GUARANTEE ANY SPECIFIC TEST, PHYSICIAN, PRODUCT, PROCEDURE, OPINION, OR OTHER INFORMATION THAT MAY BE REFERENCED ON OR ACCESSIBLE THROUGH THE PLATFORM.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRAXO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF PRAXO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRAXO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THE SUBSCRIBER TO PRAXO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER PRAXO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

The Subscriber shall indemnify, defend, and hold harmless Praxo, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) the Subscriber's use of the Platform or the Services; (b) any breach of these Terms by the Subscriber or its Authorized Users; (c) any clinical decisions, diagnoses, treatments, or patient care activities undertaken by the Subscriber or its Authorized Users; (d) any violation of HIPAA or other applicable healthcare laws or regulations by the Subscriber or its Authorized Users; (e) any inaccurate, misleading, or incomplete information provided by the Subscriber or its Authorized Users; and (f) any claim by a third party arising from the Subscriber's use of the Platform.

14. Dispute Resolution

The parties shall first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms through informal negotiation. The aggrieved party shall send a written notice describing the dispute to the other party. The parties shall negotiate in good faith for a period of thirty (30) days from the date of such notice before initiating any formal proceedings.

Any dispute not resolved through informal negotiation shall be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Texas. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

THE SUBSCRIBER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE SUBSCRIBER HEREBY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST PRAXO.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

15. Changes to Terms

Praxo reserves the right to modify these Terms at any time. For material changes, Praxo shall provide at least thirty (30) days prior notice via email or a prominent notice on the Platform. Non-material changes, such as typographical corrections or formatting updates, may be made without prior notice.

The Subscriber's continued use of the Platform after the effective date of any modifications constitutes acceptance of the updated Terms. If the Subscriber does not agree to the updated Terms, the Subscriber must discontinue use of the Platform before the effective date of the changes.

16. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy, Business Associate Agreement (if applicable), and any Subscription Plan terms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

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 shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time.

Assignment. The Subscriber may not assign or transfer these Terms or any rights hereunder without the prior written consent of Praxo. Praxo may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon thirty (30) days notice to the Subscriber.

Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, third-party service outages, power failures, or internet disruptions.

Notices. All notices under these Terms shall be sent to Praxo at: MisFit Innovations LLC, [ADDRESS], or by email to [email protected]. Notices to the Subscriber shall be sent to the email address associated with the Account.

Independent Contractors. The relationship between Praxo and the Subscriber is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship.