Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your access to and use of the Prospera.ai website at www.prospera.ai (the "Site") and the Prospera.ai practice-management platform (the "Services") provided by Prospera.ai ("Prospera," "we," "us," or "our"). By accessing the Site or using the Services, you agree to be bound by these Terms.

2. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of a practice or other organization, you represent that you have authority to bind that entity to these Terms.

3. Accounts

You are responsible for the accuracy of information you provide, for maintaining the security of your account credentials, and for all activity that occurs under your account. Notify us immediately of any unauthorized access.

4. Customer Data

You retain all rights to the data you and your patients submit through the Services ("Customer Data"). You grant Prospera a limited license to host, process, and transmit Customer Data solely to provide, secure, and improve the Services. Where Customer Data includes Protected Health Information, it is governed by the applicable Business Associate Agreement or Data Processing Agreement.

5. Acceptable Use

You agree not to:

• Use the Services in violation of law or the rights of others, including patient privacy laws.
• Reverse engineer, decompile, or attempt to derive the source code of the Services.
• Interfere with, disrupt, or circumvent the security or integrity of the Services.
• Use the Services to transmit malware, spam, or unlawful content.
• Access the Services to build a competing product or benchmark without written consent.

6. Subscriptions and Payment

Paid Services are billed under the plan you select. Fees are non-refundable except as required by law or expressly stated in your order. You are responsible for applicable taxes. We may change pricing on renewal with prior notice.

7. Third-Party Services

The Services may integrate with third-party services (for example, lab networks, payment processors, and communication providers). Your use of those services is subject to their own terms. Prospera is not responsible for third-party services.

8. Intellectual Property

Prospera and its licensors own all right, title, and interest in the Services, including software, designs, and trademarks. Except for the limited rights expressly granted to you, no rights are transferred to you.

9. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Services with the same care it uses for its own confidential information, and use it only to perform under these Terms.

10. Disclaimers

The Services are provided "as is" and "as available." To the fullest extent permitted by law, Prospera disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. The Services do not provide medical advice and are a tool used at the discretion of licensed providers.

11. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, arising out of or relating to these Terms. Prospera's aggregate liability arising out of or relating to these Terms will not exceed the amounts paid by you to Prospera in the twelve months preceding the event giving rise to the claim.

12. Term and Termination

These Terms remain in effect while you use the Services. Either party may terminate for material breach that remains uncured after 30 days' notice. Upon termination, your right to use the Services ends and Customer Data will be handled as described in your order or applicable data processing terms.

13. Changes

We may update these Terms from time to time. When we do, we will revise the "Last updated" date below and, when appropriate, provide additional notice. Continued use of the Services after changes take effect constitutes acceptance.

14. Governing Law

These Terms are governed by the laws applicable in the jurisdiction stated in your order form, or, if none is stated, by the laws of the Province of Ontario, Canada, excluding conflict-of-law rules.

15. Contact

Questions about these Terms can be sent to:

Prospera.ai

Email: legal@prospera.ai

Phone: (310) 589-6380