Terms of Service

Preface provides healthcare technology services, which may include clinical documentation tools, transcription and ambient scribe functionality, AI-assisted clinical workflow tools, patient engagement and communication tools, scheduling workflows, care navigation, rebooking workflows, CRM-style patient outreach, integrations with electronic health record systems, and related operational tools.

The specific Services purchased by Customer will be described in the applicable order form, statement of work, subscription agreement, or other written agreement between the parties.

If Customer has entered into a separate master services agreement, license agreement, order form, business associate agreement, data processing addendum, service-level agreement, or other written agreement with Preface, that agreement will control to the extent it conflicts with these Terms.

If Preface creates, receives, maintains, or transmits Protected Health Information, as defined under HIPAA, on behalf of Customer, the parties’ business associate agreement will govern the use and disclosure of such Protected Health Information. Nothing in these Terms is intended to limit either party’s obligations under HIPAA, HITECH, applicable state privacy laws, or an applicable business associate agreement.

Customer may permit its employees, contractors, clinicians, administrative personnel, and other authorized representatives to access the Services only for Customer’s internal healthcare, clinical, administrative, or operational purposes.

Customer is responsible for ensuring that all authorized users comply with these Terms and any applicable Customer policies, healthcare regulations, professional obligations, and privacy requirements. Customer is responsible for all activity occurring through its accounts, credentials, systems, and authorized users.

Customer and its authorized users must provide accurate account information and keep login credentials secure. Customer is responsible for maintaining the confidentiality of usernames, passwords, access codes, API keys, tokens, and other authentication credentials.

Customer must promptly notify Preface at support@prefacehealth.com if Customer becomes aware of unauthorized access, credential compromise, suspected misuse, or any security incident involving the Services.

Preface may suspend or restrict access to the Services if Preface reasonably believes that an account is being used in violation of these Terms, poses a security risk, may compromise patient information, or may cause harm to Preface, Customer, patients, or third parties.

Customer is responsible for:

1. Using the Services only in accordance with applicable laws, regulations, professional standards, and contractual obligations.
2. Obtaining all consents, authorizations, notices, and legal bases required to use the Services, including for patient communications, text messages, calls, emails, marketing campaigns, care reminders, and data sharing.
3. Ensuring that all patient-facing communications are appropriate, lawful, accurate, and authorized.
4. Reviewing and approving AI-generated or AI-assisted outputs before using them for clinical, operational, billing, patient communication, or other decision-making purposes.
5. Configuring workflows, templates, prompts, integrations, and communications in a manner consistent with Customer’s policies and applicable law.
6. Maintaining appropriate administrative, physical, and technical safeguards for Customer systems and devices used to access the Services.
7. Ensuring that Customer Data submitted to the Services is accurate, lawful, and appropriate for processing by Preface.
8. Responding to patient requests, medical record requests, privacy requests, and regulatory inquiries unless otherwise agreed in writing.

The Services may include artificial intelligence, machine learning, natural language processing, transcription, summarization, classification, recommendation, automation, or other AI-assisted functionality.

AI-assisted outputs may be incomplete, inaccurate, delayed, biased, or unsuitable for a specific clinical or operational purpose. The Services are intended to assist Customer and its authorized users, not to replace professional judgment, clinical review, medical decision-making, or administrative oversight.

Customer is solely responsible for reviewing, validating, editing, approving, and determining whether to use any AI-generated or AI-assisted output. Customer should not rely on AI-assisted outputs without appropriate review by qualified personnel.

Preface does not provide medical advice, diagnosis, treatment recommendations, legal advice, billing advice, or professional healthcare services. Customer remains responsible for all clinical, administrative, billing, and patient communication decisions.

The Services are tools for healthcare operations and workflow support. They are not intended to independently diagnose, treat, cure, prevent, or manage any disease or medical condition. The Services are not a substitute for a licensed healthcare professional’s independent judgment.

Customer is responsible for determining whether and how the Services may be used in Customer’s clinical, operational, and regulatory environment. Customer is responsible for ensuring that all documentation, communications, orders, treatment plans, care plans, referrals, and follow-up actions are reviewed and approved by appropriate personnel.

If Customer uses the Services to send or support patient communications, including SMS, phone calls, emails, reminders, rebooking messages, care navigation messages, marketing messages, or other outreach, Customer is responsible for:

1. Obtaining all legally required consents and authorizations.
2. Honoring opt-outs, unsubscribe requests, communication preferences, and revocations of consent.
3. Ensuring message content is accurate, appropriate, and compliant.
4. Ensuring that communications are not misleading, discriminatory, deceptive, or unauthorized.
5. Complying with applicable laws and rules related to telemarketing, text messaging, email marketing, healthcare privacy, patient consent, and professional obligations.

Preface may provide tools that help Customer manage communications, but Customer remains responsible for the legality and appropriateness of the communications sent or initiated by Customer.

“Customer Data” means data, content, information, files, records, prompts, responses, transcripts, messages, patient information, provider information, operational information, and other materials submitted to, uploaded to, transmitted through, generated through, or processed by the Services on behalf of Customer.

Customer retains all rights in Customer Data. Customer grants Preface a limited right to access, use, host, transmit, process, reproduce, display, and otherwise handle Customer Data solely as necessary to provide, secure, maintain, support, troubleshoot, improve, and operate the Services, comply with applicable law, enforce these Terms, and fulfill contractual obligations.

Preface will not sell Protected Health Information. Preface will not use Protected Health Information for targeted advertising. Preface will not use Customer Data or Protected Health Information to train public or general-purpose AI models, except as expressly authorized in writing by Customer and permitted by applicable law.

To the extent Preface acts as a business associate of Customer under HIPAA, the parties will enter into a business associate agreement. The business associate agreement will govern Preface’s use and disclosure of Protected Health Information and will control over these Terms in the event of conflict.

Preface will use and disclose Protected Health Information only as permitted by the applicable business associate agreement, Customer instructions, and applicable law.

Customer is responsible for determining whether it is a covered entity or business associate under HIPAA and for ensuring that its use of the Services complies with HIPAA, HITECH, and other applicable privacy and healthcare laws.

Preface will retain Customer Data for the period necessary to provide the Services, comply with applicable law, resolve disputes, enforce agreements, maintain security, and satisfy contractual obligations, unless a different retention period is stated in an applicable order form, business associate agreement, data processing addendum, or other written agreement.

Unless otherwise agreed in writing, audio recordings processed by the Services are deleted after processing, and transcripts are retained for no longer than thirty days.

Upon termination or expiration of the applicable agreement, Preface will make Customer Data available for export or return as required by the applicable agreement and will delete or de-identify Customer Data in accordance with its legal, contractual, technical, backup, and security obligations.

Preface will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction.

Preface’s safeguards may include encryption in transit, encryption at rest, access controls, logging and monitoring, vulnerability management, secure software development practices, incident response procedures, and vendor risk management.

Customer is responsible for securing its own systems, networks, devices, credentials, users, and integrations used to access the Services.

Preface will notify Customer of a confirmed security incident involving Customer Data as required by applicable law and the applicable business associate agreement or other written agreement between the parties.

Customer is responsible for notifying patients, regulators, payors, partners, and other third parties to the extent required by law, unless otherwise agreed in writing.

The Services may interoperate with third-party systems, including electronic health record systems, scheduling tools, messaging providers, cloud infrastructure providers, analytics tools, communication platforms, and other third-party products or services.

Customer’s use of third-party services may be governed by separate terms, policies, fees, and privacy practices. Preface is not responsible for third-party services, third-party outages, third-party data practices, or third-party system changes, except to the extent expressly stated in a written agreement.

Customer authorizes Preface to access and exchange data with third-party systems as necessary to provide the Services and as configured or approved by Customer.

Customer may not, and may not permit any third party to:

1. Use the Services for unlawful, fraudulent, harmful, deceptive, or abusive purposes.
2. Access or use the Services in violation of healthcare, privacy, data protection, communications, intellectual property, export control, or anti-spam laws.
3. Interfere with or disrupt the Services or related systems.
4. Attempt to gain unauthorized access to the Services, accounts, systems, networks, or data.
5. Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except to the extent such restriction is prohibited by law.
6. Copy, modify, resell, sublicense, rent, lease, distribute, or commercialize the Services except as expressly permitted in writing.
7. Use the Services to create, train, or improve a competing product or service.
8. Upload malicious code, malware, viruses, worms, or harmful content.
9. Conduct security testing, penetration testing, scanning, or load testing without Preface’s prior written approval.
10. Use the Services in a way that could compromise patient safety, privacy, security, or legal compliance.

Preface and its licensors retain all rights, title, and interest in and to the Services, software, technology, workflows, templates, interfaces, designs, documentation, models, algorithms, methods, know-how, trademarks, and related intellectual property.

Except for the limited rights expressly granted in these Terms or another written agreement, no rights are transferred to Customer.

Customer retains all rights in Customer Data. Customer grants Preface the limited rights necessary to provide and operate the Services as described in these Terms and applicable agreements.

If Customer or its users provide suggestions, comments, ideas, requests, improvements, or other feedback about the Services, Customer grants Preface a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation, provided that Preface will not disclose Customer’s confidential information or Protected Health Information in doing so.

Each party may receive confidential or proprietary information from the other party. The receiving party will use the disclosing party’s confidential information only for purposes of performing under these Terms or the applicable agreement and will protect it using reasonable care.

Confidential information does not include information that is publicly available without breach, already known without confidentiality obligations, independently developed without use of the confidential information, or lawfully received from a third party without confidentiality obligations.

Protected Health Information will be handled in accordance with the applicable business associate agreement.

Fees, billing terms, payment schedules, taxes, renewals, and cancellation terms will be stated in the applicable order form, subscription agreement, invoice, or other written agreement.

Unless otherwise stated in writing, fees are non-refundable. Customer is responsible for all applicable taxes, excluding taxes based on Preface’s income.

Preface may suspend access to the Services for overdue amounts after providing notice and a reasonable opportunity to cure, except where prohibited by law or the applicable agreement.

Preface will provide support for the Services as described in the applicable order form, service-level agreement, or written agreement.

Customer may contact Preface for support at support@prefacehealth.com.

Support does not include issues caused by Customer systems, third-party services, unsupported configurations, unauthorized modifications, misuse, or Customer’s failure to follow documentation or reasonable instructions.

Preface will use commercially reasonable efforts to make the Services available in accordance with the applicable agreement or service-level commitment.

The Services may be unavailable due to scheduled maintenance, emergency maintenance, third-party outages, security events, force majeure events, Customer systems, internet issues, or circumstances outside Preface’s reasonable control.

Preface may modify, update, improve, suspend, discontinue, or replace features of the Services from time to time, provided that Preface will not materially reduce core purchased functionality during an active subscription term without reasonable notice or as otherwise permitted by the applicable agreement.

Preface may make beta, pilot, experimental, preview, or evaluation features available to Customer. Beta features are provided for testing and evaluation and may be modified, suspended, or discontinued at any time.

Beta features are provided “as is” and may be subject to additional limitations, unless otherwise agreed in writing.

Each party will comply with laws applicable to its performance under these Terms.

Customer is responsible for determining whether the Services are appropriate for Customer’s use case and regulatory obligations, including obligations related to HIPAA, HITECH, state privacy laws, medical records, patient consent, text messaging, telemarketing, email marketing, clinical documentation, billing, fraud and abuse, and professional licensing.

Preface’s handling of personal information is described in its privacy policy and applicable agreements. To the extent there is a conflict between the privacy policy and a business associate agreement regarding Protected Health Information, the business associate agreement will control.

These Terms begin when Customer first accesses or uses the Services and continue until terminated or superseded by a written agreement.

Either party may terminate access to the Services as provided in the applicable order form, subscription agreement, or written agreement. Preface may suspend or terminate access immediately if Customer materially violates these Terms, creates a security risk, uses the Services unlawfully, fails to pay amounts when due, or uses the Services in a way that may harm Preface, Customer, patients, or third parties.

Upon termination, Customer must stop using the Services and pay all amounts owed. Sections that by their nature should survive termination will survive, including provisions related to confidentiality, intellectual property, payment obligations, disclaimers, limitations of liability, indemnification, data handling, dispute resolution, and governing law.

Except as expressly stated in a written agreement, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Preface disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and error-free operation.

Preface does not warrant that the Services will be uninterrupted, error-free, fully secure, or free from harmful components. Preface does not warrant that AI-assisted outputs will be accurate, complete, or appropriate for Customer’s intended use.

Customer is responsible for independently reviewing and validating outputs before relying on them.

To the maximum extent permitted by law, Preface will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost data, loss of goodwill, business interruption, or cost of substitute services, even if Preface has been advised of the possibility of such damages.

To the maximum extent permitted by law, Preface’s total aggregate liability arising out of or relating to the Services or these Terms will not exceed the amounts paid by Customer to Preface for the Services giving rise to the claim during the twelve months before the event giving rise to liability.

The limitations in this section will apply regardless of the legal theory, whether contract, tort, negligence, strict liability, statute, or otherwise.

Customer will defend, indemnify, and hold harmless Preface and its officers, directors, employees, contractors, agents, and affiliates from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

1. Customer’s use of the Services in violation of these Terms or applicable law.
2. Customer Data or Customer-provided content.
3. Customer’s patient communications, marketing campaigns, or outreach activities.
4. Customer’s failure to obtain required consents, authorizations, or legal bases.
5. Customer’s clinical, billing, operational, or professional decisions.
6. Customer’s systems, integrations, credentials, or unauthorized use of Customer accounts.

Preface will promptly notify Customer of any indemnifiable claim and reasonably cooperate with Customer’s defense. Customer may not settle any claim in a way that imposes liability or obligations on Preface without Preface’s prior written consent.

Customer may not use, export, re-export, or transfer the Services in violation of applicable export control, sanctions, or trade laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions and is not identified on any restricted party list.

Preface may identify Customer as a customer only with Customer’s prior written consent, unless otherwise stated in an applicable agreement.

Neither party may use the other party’s name, logos, trademarks, or branding in marketing materials without prior written approval, except as expressly permitted in a written agreement.

Preface may update these Terms from time to time. If Preface makes material changes, Preface will provide notice by posting the updated Terms, emailing Customer, or using another reasonable method.

Updated Terms will become effective on the date stated in the updated Terms. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Changes will not materially reduce Customer’s rights during an active subscription term unless required by law, necessary for security, or otherwise permitted by a written agreement.

Notices to Preface must be sent to support@prefacehealth.com unless another notice address is stated in an applicable written agreement.

Notices to Customer may be sent to the email address associated with Customer’s account, the contact listed in an order form, or another address provided by Customer.

Customer may not assign or transfer these Terms or its rights or obligations under these Terms without Preface’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee agrees to be bound by these Terms.

Preface may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or by operation of law.

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, labor disputes, utility failures, internet or telecommunications failures, cloud provider outages, cyberattacks, acts of war, terrorism, civil unrest, government actions, public health emergencies, or other events beyond reasonable control.

These Terms will be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

The parties agree that any dispute arising out of or relating to these Terms or the Services will be brought in the state or federal courts located in Delaware, unless a different venue is stated in a written agreement between the parties.

Before filing a claim, the parties will attempt in good faith to resolve any dispute through informal discussions. Either party may initiate dispute resolution by providing written notice describing the dispute.

If the parties cannot resolve the dispute within thirty days after notice, either party may pursue available remedies in the applicable courts, subject to these Terms and any written agreement between the parties.

Nothing in this section prevents either party from seeking injunctive or equitable relief for actual or threatened unauthorized use, disclosure, or infringement of confidential information, intellectual property, systems, credentials, or data.

These Terms, together with any applicable order form, subscription agreement, business associate agreement, data processing addendum, service-level agreement, statement of work, privacy policy, and other written agreement between the parties, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings regarding the same subject matter.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

A party’s failure to enforce any provision of these Terms will not be considered a waiver of that provision or any other provision.

Questions about these Terms may be sent to:

Preface Health Inc. Email: support@prefacehealth.com