Terms of Service

These Terms form a binding agreement between BrainBit LLC (“BrainBit,” “we,” “us”) and the organization that accesses Od Suite (“Customer,” “you”). By creating an account or using the Services, you represent that you are authorized to bind that organization.

If you have signed a separate order form or master agreement with us, that document controls where it conflicts with these Terms.

“Services” means odsuite.com — which provides sign-in, account and clinic management, and EHR connections — together with the Od Suite products you are entitled to use, including Od Intake, QuickPA, and any other Od Suite product we make available to you. The Services are administrative and documentation software for healthcare organizations.

Accounts are for named individuals in your workforce who are 18 or older. You are responsible for everything done under your accounts, and you agree to:

• keep credentials confidential and never share an account between people;
• maintain the multi-factor authentication we require on every account;
• deactivate users promptly when they leave or change roles; and
• notify us at support@brainbit.ai as soon as you suspect a credential has been compromised.

Where the Services involve protected health information (“PHI”), the parties' Business Associate Agreement (“BAA”) is incorporated into these Terms by reference and controls over these Terms as to PHI.

You must not transmit PHI to the Services before a BAA is in place. You remain responsible for your own obligations as a Covered Entity, including your Notice of Privacy Practices, minimum-necessary determinations, and responding to patient rights requests.

You retain all ownership of the data you or your users submit, and of data retrieved from your EHR at your direction (“Customer Data,” including PHI). You grant us a limited, non-exclusive license to process Customer Data solely to provide, secure, and support the Services, consistent with the BAA.

You represent that you have all rights, authorizations, and consents necessary to provide Customer Data to us, to connect your EHR, and to have us process it, and that your instructions to us comply with applicable law.

You remain solely responsible for all clinical, coding, billing, and submission decisions, for the accuracy and completeness of anything you submit to a payer or enter into the medical record, and for compliance with payer rules and applicable law. We do not guarantee that any prior authorization will be approved or that any claim will be paid.

You agree not to:

• use the Services unlawfully, or transmit PHI without a BAA in place;
• reverse engineer, decompile, copy, resell, or create derivative works from the Services;
• access the Services by automated means outside our documented interfaces, or scrape them;
• circumvent authentication, rate limits, entitlements, or any other security or access control;
• conduct penetration testing or vulnerability scanning without our prior written permission;
• upload malware or anything designed to disrupt the Services; or
• use output as the sole basis for a clinical decision.

The Services interoperate with systems we do not control, including EHR vendors, payers, and model providers. Your use of a connected EHR is governed by your agreement with that vendor, and we are not responsible for third-party availability, changes, or acts. This does not limit our responsibility for our own subprocessors under the BAA.

Fees are set out in the applicable order form or plan. Metered features, such as QuickPA credits, are allocated per billing period and unused allowances do not carry over unless we state otherwise. Fees are exclusive of taxes, are payable as invoiced, and are non-refundable except where required by law or expressly agreed. We may suspend the Services for non-payment after giving you notice and a reasonable opportunity to cure.

We own the Services and all related software, models, designs, and intellectual property; you receive only the limited right to use them during the term. You own Customer Data. If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

Each party will protect the other's non-public information with at least reasonable care, use it only to perform under this agreement, and disclose it only to personnel and advisors bound by comparable obligations. A party compelled by law to disclose will give the other notice where legally permitted. PHI is governed by the BAA rather than this section.

We use commercially reasonable efforts to keep the Services available and to provide support, and we may perform maintenance that causes downtime. We make no uptime commitment unless one is stated in a written service level agreement or order form.

These Terms apply for as long as you use the Services. Either party may terminate for convenience on 30 days' written notice, or for material breach that remains uncured 30 days after notice. We may suspend access immediately to address a security risk, unlawful use, or non-payment.

On termination, access ends and Customer Data, including PHI, is returned or destroyed as the BAA requires; audit records are retained as described in our Privacy Policy. Sections 5, 6, 10, 11, and 14 through 18 survive termination.

Except as expressly stated in these Terms, the Services are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant that the Services will be uninterrupted, error-free, or that any output will be accurate or complete.

Neither party is liable for indirect, incidental, special, consequential, or exemplary damages, or for lost profits, revenue, data, or goodwill. Each party's total aggregate liability arising out of this agreement is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.

These limits do not apply to a party's indemnification obligations, breach of confidentiality, gross negligence or willful misconduct, or your payment obligations. Nothing in this section limits either party's obligations or liability under HIPAA or the BAA.

You will defend and indemnify us against third-party claims arising from Customer Data, your clinical, coding, or billing decisions, or your violation of law or these Terms. We will defend and indemnify you against third-party claims that the Services infringe a United States intellectual property right, excluding claims arising from Customer Data or from use of the Services in breach of these Terms. Each indemnity is conditioned on prompt notice, sole control of the defense, and reasonable cooperation.

BrainBit LLC is a Texas limited liability company. These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The state and federal courts located in Texas have exclusive jurisdiction, and both parties consent to venue there and waive any right to a jury trial. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

These Terms, together with the BAA and any order form, are the entire agreement between the parties. Neither party may assign this agreement without the other's consent, except to a successor in a merger or sale of substantially all assets. If a provision is held unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. A failure to enforce a provision is not a waiver of it. The parties are independent contractors, and there are no third-party beneficiaries. Notices may be sent to your account contact and to us at support@brainbit.ai.

We may update these Terms and will give at least 30 days' notice of material changes by email or in the product. Continued use after the effective date constitutes acceptance.