Terms of Service

1. Service description

ProofOps Medical is a documentation and workflow service that helps clinical operators organize, store, and surface compliance-related records. Specific features depend on the plan you select (Audit-Ready, Managed Evidence, or White Glove) and are described on our pricing page and in your 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

• Setup fee. A one-time setup fee 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 credit. Customers who prepay 12 months upfront receive a credit equal to 50% of the setup fee, applied to the subscription account.
• 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; no refunds (except as provided in the 30-Day Delivery Guarantee). Customer may cancel at any time with no termination fee and no annual lock-in. Upon cancellation, the subscription ends at the close of the then-current billing cycle and Customer is not billed further. 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 export Customer Data for 30 days following cancellation.
• 30-Day Delivery Guarantee. ProofOps commits to deliver the following six milestones to Customer within thirty (30) days of migration kickoff: (a) migration of all Customer-supplied compliance records into Customer's digital binder, completed within seven (7) business days of kickoff; (b) Customer's dedicated vendor inbox-forwarding address active, with at least one vendor document auto-classified; (c) where applicable to Customer's plan, EMR integration successfully reading patient schedule data; (d) staff SMS reminder workflows active and reaching at least eighty percent (80%) of enrolled staff; (e) a branded Readiness PDF with calculated readiness score 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 proof@ address 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.

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 proof@ forwarding address 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. 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.

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, OR (iv) WILLFUL MISCONDUCT — 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 infringes intellectual property rights, and pay damages awarded.

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

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 for 30 days, after which ProofOps may delete it (subject to legal hold and the BAA).

12. Governing law and disputes

This MSA is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Any dispute will be resolved by binding arbitration in Travis County, Texas, under the JAMS Streamlined Arbitration Rules, except either party may seek injunctive relief in court for IP or confidentiality matters.

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.
• 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.