Terms of Service — ProofOps Medical

The short version: ProofOps gives you software and AI agents to organize compliance proof. You bring the actual clinic and the underlying compliance work. We charge monthly. Either side can terminate. We are not your medical director, OSHA consultant, or attorney.

1. Service description

ProofOps Medical is a Florida-specific documentation back-office that helps clinical operators organize, store, and surface compliance-related records. Specific features depend on the engagement tier you select (Lighthouse 5 founding cohort, Managed Evidence, or Multi-Location · Strategic) and are scoped during your strategy session, then described in your Master Services Agreement and order form.

ProofOps does not provide legal advice, OSHA consulting, clinical supervision, medical-waste collection, malpractice insurance, or any function reserved by law to a licensed professional. Customer remains solely responsible for compliance with all applicable laws and the clinical care delivered at its locations.

2. Subscription, fees, and billing

Onboarding fee — the Historical Compliance Migration & Audit. A one-time onboarding fee, branded the Historical Compliance Migration & Audit (the white-glove migration and audit of Customer's historical compliance documents), is due at signup, in the amount specified on the order form.
Subscription fee. The monthly subscription fee is billed in advance on the same day each month, beginning on the start date.
Annual prepayment discount. After month 6 of Managed Evidence, Customer may switch to annual prepay (12 months upfront) at a 17% discount off the published monthly subscription fee — for example, $9,950 prepaid annually instead of $11,988 paid monthly at $999/mo. The discount reflects reduced payment-processing and forecasting overhead. There is no annual lock-in by default; the first 12 months default to monthly billing.
Taxes. Fees are exclusive of applicable sales, use, or other taxes; Customer is responsible for taxes other than those on ProofOps' net income.
Late payments. Invoices not paid within 14 days are considered delinquent. ProofOps may suspend the service for delinquent accounts after 30 days' notice.
Cancellation; 60-day written notice. Customer may cancel at any time by providing sixty (60) days' written notice to support@proofopsmedical.com from the Account Owner of record. There is no termination fee and no annual lock-in. The 60-day window allows ProofOps to deliver a clean export of Customer's evidence binder, MD pack, vendor records, and audit logs in standard formats (the Export-on-Exit Guarantee) and gives Customer time to stand up a successor system without a compliance gap. The subscription ends at the close of the billing cycle in which the 60-day notice period expires; Customer is billed monthly through that closing cycle. Except as provided in the 30-Day Delivery Guarantee below, all fees paid — including the one-time setup fee and any monthly subscription fees — are non-refundable, reflecting the labor performed at migration and the infrastructure delivered during each billing period. Customer may continue to export Customer Data for 30 days following the end of the notice period.
30-Day Delivery Guarantee. ProofOps commits to deliver the following six milestones to Customer within thirty (30) days of onboarding kickoff: (a) signed Business Associate Agreement executed and Customer's documentation workspace provisioned, with the dedicated documentation forwarding address (e.g., proof@, docs@, or compliance@ at Customer's domain) active and accepting vendor mail; (b) Customer's § 458.348 supervisory pack assembled — including the supervisory agreement, 25-mile attestation, and supervising physician credentials — and stored in the medical-director vault; (c) one hundred (100) or more Customer-supplied historical compliance documents ingested, auto-classified into Florida-tagged categories, and indexed; (d) the first OIG/LEIE federal exclusion screening completed on every staff member uploaded to the staff roster, with results logged to the binder and any positive match flagged within twenty-four (24) hours; (e) the first inspection-ready PDF — covering AHCA Health Care Clinic, § 458.348 supervision, OIG/LEIE screening, GFE recordkeeping where applicable, FAC 64E-16 biomedical-waste records, and OSHA Bloodborne Pathogens records — delivered to the Account Owner by day thirty (30); and (f) any P1 system issue reported by Customer (defined as a contracted agent action that fails to execute) resolved within seven (7) days of Customer's report.
Customer-furnished items. The Delivery Guarantee is conditioned on Customer providing each of the following to ProofOps within seven (7) calendar days of signup, or within such other timeframe as ProofOps and Customer agree in writing during onboarding: (i) a signed Master Services Agreement, Business Associate Agreement, and order form; (ii) a designated Account Owner with authority to bind Customer; (iii) a complete staff roster, including each staffer's role, license number(s), mobile number, email, and language preference; (iv) medical-director details and supervision arrangement, including license, DEA registration where applicable, and standing-order documentation; (v) EMR administrator approval or API credentials for the integration; (vi) account information for Customer's waste vendor, training provider, and any other applicable third-party vendors; (vii) forwarding access for any email accounts and vendor-portal accounts containing digital records to be imported; (viii) captured paper records — scanned or photographed by Customer using a mobile device or scanner — submitted to the dedicated documentation forwarding address Customer designates during onboarding (e.g., proof@, docs@, or compliance@ at Customer's domain) or via the customer portal; (ix) Customer's existing exposure-control plan, bloodborne-pathogens program, OSHA 300 logs, and Business Associate Agreements with Customer's other vendors; (x) Customer's professional-liability carrier and broker contact information; (xi) the procedure list and scope of services to be used for inspector-simulator calibration; and (xii) Customer's logo and brand assets to be used on the Readiness PDF.

Clock pause and exclusions. The thirty (30)-day clock for any milestone whose completion depends on a Customer-furnished item is automatically paused while ProofOps is waiting on that item; the clock resumes on the day the item is received in good order. The Delivery Guarantee does not apply to: (1) any milestone affected by Customer-furnished information, approvals, or captures that Customer did not provide within the timeframes above; (2) delays caused by force majeure or by third-party systems outside ProofOps' reasonable control (e.g., a vendor portal outage, an EMR vendor API change, a state licensing portal downtime); (3) Customer's own clinical, regulatory, or legal compliance, which remains Customer's responsibility; or (4) any matter outside the six listed milestones.

Claim process and remedy. If ProofOps fails to deliver any of the six milestones for reasons within ProofOps' reasonable control, Customer may submit a Delivery Guarantee claim within thirty (30) days of the failure to support@proofopsmedical.com. Upon validation, ProofOps will refund the setup fee and the first monthly subscription fee paid by Customer, by ACH within thirty (30) days of approval. The Delivery Guarantee is the sole and exclusive remedy for missed delivery milestones and is in lieu of any other refund right under this MSA.
Lighthouse 5 founding cohort. Customers admitted to the Lighthouse 5 cohort are subject to the following additional terms in lieu of (and inconsistent with) the general Subscription provisions above:
1. Cap. The cohort is strictly limited to the first five (5) Florida-licensed medical-spa Customers admitted by ProofOps; admission is at ProofOps' sole discretion and is documented on the order form.
2. Free monthly period. Customer pays no monthly subscription fee for the first thirty (30) days following the start date (the "Free Period").
3. Historical Compliance Migration & Audit fee. The one-time Historical Compliance Migration & Audit fee is one thousand one hundred ninety-five U.S. dollars ($1,195), due at signup. This fee is fully refundable by ACH within thirty (30) days of an approved 30-Day Delivery Guarantee claim under the preceding sub-section.
4. 90-day founder support. ProofOps' Founder & Chief Compliance Architect (Casiani Gherlan) will participate in a weekly thirty (30)-minute call with Customer's Account Owner for thirteen (13) consecutive weeks following the start date, and will maintain a direct support line by text / WhatsApp / email with target one-business-day response, for ninety (90) days following the start date. After day 90, founder support transitions to the standard named compliance partner under Managed Evidence.
5. Day 31 conversion to the founding rate. On day thirty-one (31), the engagement converts automatically to Managed Evidence at the Lighthouse 5 founding monthly rate of five hundred ninety-nine U.S. dollars ($599/month) — which remains in effect for as long as Customer maintains continuous Managed Evidence service — unless Customer cancels in writing before day 31, in which case ProofOps will deliver Customer's audit-grade ZIP export within thirty (30) days at no additional charge.
6. Cohort-specific commitments. Customer agrees to (i) execute a Master Services Agreement and Business Associate Agreement before any PHI is transmitted, (ii) participate in the weekly founder call as described above, and (iii) co-author with ProofOps a written case study at day 30; Customer retains approval rights over any verbatim quotation or clinic identification in the case study.
7. Reference-customer status. Following conversion on day 31, Customer agrees to be named as a Lighthouse 5 founding partner in ProofOps marketing materials (logo, clinic name, founder/operator name where pre-approved), subject to Customer's reasonable approval over any specific quotation, case study, or photograph.
8. Founding-rate cohort. Lighthouse 5 is a founding cohort limited to the first five (5) Florida clinics admitted. The $599/month founding rate established on day 31 remains in effect for as long as Customer maintains continuous Managed Evidence service. Once the five (5) founding seats are filled, the cohort closes and subsequently admitted Customers are quoted the then-current published Managed Evidence rate (currently nine hundred ninety-nine U.S. dollars, $999/month).
Multi-Location · Strategic tier. The Multi-Location tier (currently $1,695/month for two (2) included locations, plus $599/month per additional location, with a one-time Historical Compliance Migration & Audit fee of $2,495) is quoted on the order form after a scoping call. All other terms of this MSA apply, with the named-account SLA and dedicated compliance liaison described in the order form.

3. Customer responsibilities

Provide accurate clinic, staff, vendor, and EMR information at intake and keep it current.
Designate an Account Owner authorized to act on behalf of the Customer.
Capture and submit paper records. Customer is responsible for capturing its existing paper compliance records — by scanning on Customer's own equipment or by photographing the document with a mobile device — and submitting the captures to ProofOps via the methods specified in the onboarding documentation (typically the dedicated documentation forwarding address Customer designates during onboarding — e.g., proof@, docs@, or compliance@ at Customer's domain — or the customer portal). ProofOps is responsible for ingesting, classifying, tagging, and filing the captures once received; ProofOps is not responsible for performing the physical capture itself.
Forward relevant vendor and email accounts and grant the access ProofOps reasonably requires to import digital records that already exist outside the clinic's paper files.
Maintain the integrations required for the service (EMR, vendor inbox, license-watcher, Twilio messaging) and not disable them without written agreement.
Act on alerts and escalations within the timeframes set out in the product documentation.
Comply with all applicable laws, including state medical board, nursing board, OSHA, HIPAA, FDA, DEA, and DSCSA requirements.
Keep its own backup copies of important records; ProofOps is not the system of record for clinical care.

4. Acceptable use

Customer will not, and will not permit any user to: (a) reverse-engineer or attempt to extract the source code of the service; (b) use the service for unlawful purposes; (c) upload material that infringes third-party rights; (d) attempt to circumvent rate limits or security features; (e) resell or sublicense the service; (f) submit data of a type ProofOps has not agreed to receive (e.g., government-classified records).

5. Intellectual property

ProofOps owns the service, including all software, AI models, prompts, agent workflows, and documentation. Customer owns its Customer Data. Customer grants ProofOps a non-exclusive license to host, process, and display Customer Data solely as necessary to provide the service.

ProofOps does not use Customer Data to train foundation models. Aggregated, de-identified usage statistics may be used to improve the service.

6. Confidentiality

Each party will treat the other's non-public information as confidential and will not disclose it except to its personnel or contractors with a need to know, who are bound by similar obligations. Confidential information does not include information that is already public through no breach of this MSA, independently developed, or rightfully received from a third party.

7. HIPAA / Business Associate Agreement

To the extent Customer Data includes Protected Health Information ("PHI") as defined under HIPAA, the parties will execute ProofOps' Business Associate Agreement ("BAA"), which is incorporated by reference. The BAA controls in any conflict between this MSA and the BAA on PHI matters.

8. Warranties and disclaimer

ProofOps warrants that the service will perform materially in accordance with the documentation. Customer must notify ProofOps of any breach of this warranty within 60 days of discovery; absent timely notice, the warranty claim is waived. EXCEPT FOR THIS WARRANTY, THE SERVICE IS PROVIDED "AS IS" AND PROOFOPS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROOFOPS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Service-level commitments. Target uptime, support response, and incident-response targets are published at security.html#sla and incorporated by reference. Service credits, where applicable, are the sole remedy for failure to meet a target.

9. Limitation of liability

EXCEPT FOR (i) AMOUNTS PAYABLE UNDER THE 30-DAY SETUP DELIVERY GUARANTEE IN SECTION 2, (ii) BREACHES OF CONFIDENTIALITY OR THE BAA, (iii) INDEMNIFICATION OBLIGATIONS, (iv) WILLFUL MISCONDUCT, OR (v) GROSS NEGLIGENCE — EACH PARTY'S TOTAL LIABILITY UNDER THIS MSA IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR LOST-PROFITS DAMAGES.

10. Indemnification

By ProofOps. ProofOps will defend Customer against third-party claims that the service, used as authorized under this MSA, infringes intellectual property rights, and pay damages awarded. This obligation does not apply to claims arising from (a) modifications to the service made by anyone other than ProofOps, (b) combinations of the service with software, hardware, or data not provided by ProofOps where the infringement would not have occurred without that combination, (c) Customer's continued use of an allegedly infringing version after ProofOps has provided a non-infringing alternative, or (d) Customer Data uploaded to the service.

By Customer. Customer will defend ProofOps against third-party claims arising from Customer's clinical operations, breach of law, regulatory action against the Customer, or improper use of the service, and pay damages awarded.

Procedure. The indemnified party will give prompt notice, allow the indemnifying party sole control of the defense, and reasonably cooperate. The indemnifying party may not settle a claim that imposes obligations on the indemnified party without consent.

11. Term and termination

The initial term begins on the start date and continues month-to-month unless an annual term is selected on the order form.
Either party may terminate for material breach not cured within 30 days of notice.
ProofOps may terminate immediately for non-payment, fraudulent activity, or violation of Section 4 (Acceptable Use).
Upon termination, Customer may export its Customer Data (PHI handled per the BAA) for 30 days, after which ProofOps may delete it. Non-PHI account exports are available in standard formats (CSV, JSON, PDF) on request.
Wind-down assistance. Upon termination by Customer for ProofOps' material breach, ProofOps will provide reasonable wind-down assistance for up to 60 days at no additional charge — including extending Customer Data export, reasonable migration support, and continued PHI access as required by the BAA. ProofOps may decline wind-down assistance where Customer is in material default of payment.

12. Governing law and disputes

This MSA is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Any dispute will be resolved by binding arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules, with the seat of arbitration in Miami-Dade County, Florida (or, by mutual agreement, by virtual proceeding), except either party may seek injunctive relief in court for IP or confidentiality matters.

Class-action waiver. Each party agrees that arbitration will be conducted on an individual basis only. NEITHER PARTY MAY PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING IN ARBITRATION OR IN COURT. The arbitrator may not consolidate claims of multiple parties without the consent of all parties. If this class-action waiver is held unenforceable as to a given claim, that claim alone (and not the rest of the MSA) will be litigated in a Florida court of competent jurisdiction in Miami-Dade County, but the arbitration agreement will continue to apply to all other claims.

30-day arbitration opt-out. A Customer may opt out of arbitration (and the class-action waiver) by sending written notice to info@proofopsmedical.com within 30 days of the Effective Date, with the subject line "Arbitration Opt-Out" and identifying the Customer entity. Opting out does not affect any other Section of this MSA.

13. General

Assignment. Neither party may assign without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Notices. Notices are given to the email of record on file. Legal notices to ProofOps must also be sent to info@proofopsmedical.com.
Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
Customer audit rights. For PHI handling, Customer audit rights are set in the BAA and take precedence. For non-PHI service operations, Customer may, on 30 days' written notice and not more than once per 12 months, request ProofOps' most recent independent audit attestations (e.g., SOC 2 Type II once available) or the internal SOC 2-aligned controls matrix in the interim, under NDA.
Feedback. Customer grants ProofOps a perpetual, royalty-free, worldwide license to use feedback, suggestions, and ideas Customer voluntarily provides about the service for any purpose, without obligation. Feedback is not Confidential Information.
Entire agreement. This MSA, the order form, and the BAA (where applicable) are the complete agreement.
Severability. If any provision is held unenforceable, the rest of the MSA remains in effect.

These Terms are a plain-English presentation. ProofOps Medical reserves the right to update them with at least 30 days' notice to active customers; material changes will not retroactively reduce protections.