Terms of Service and User Agreement

These Terms of Service and User Agreement (the “Terms”) are a binding contract between you and Intelligena LLC, a California limited liability company (“Intelligena”, “we”, “us” or “our”), the owner and operator of Practiceful and of the websites, applications, APIs and services through which it is made available (together, the “Service”).

1. Acceptance of these Terms

By creating an account, clicking to accept, or accessing or using any part of the Service, you agree to these Terms, to the Acceptable Use Policy, and to the Privacy Policy, each of which is incorporated into these Terms by reference. If you do not agree, do not use the Service.

You agree that clicking an “I agree” control, or continuing to use the Service after being given notice of these Terms, constitutes your signature and manifests your assent to be bound, with the same force as a handwritten signature, under the U.S. Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act as adopted in California. You agree these Terms are enforceable against you whether or not you actually read them, provided they were made available to you before you accepted.

If you accept these Terms on behalf of a company, school, practice or other organisation, you represent and warrant that you have authority to bind that organisation, and “you” means that organisation. If you lack that authority, you accept these Terms in your personal capacity and are personally responsible for the obligations in them.

2. Eligibility, accounts and minors

1. You must be at least 13 years old to hold an account. The Service is not directed to, and we do not knowingly collect personal information from, children under 13.
2. If you are under 18, you may use the Service only where an account has been created for you, or your use has been authorised, by a parent, legal guardian, school, teacher or other educational institution who has agreed to these Terms on your behalf.
3. An institution, teacher or parent who enrols or invites a person under 18 represents and warrants that it has obtained every consent and authorisation required by law — including under the Children’s Online Privacy Protection Act (COPPA), the Family Educational Rights and Privacy Act (FERPA) and any applicable state student-privacy statute — and is solely responsible for having done so. Where an educational institution uses the Service, we act as a “school official” with a legitimate educational interest under FERPA, under that institution’s direction.
4. You are responsible for everything that happens under your account, for keeping your credentials confidential, and for notifying us promptly at support@intelligena.com of any unauthorised use. We are not liable for any loss arising from your failure to keep your credentials secure.
5. You must provide accurate registration information and keep it current. We may refuse, suspend, reclaim or terminate any account at our discretion.

3. The Service and your licence to use it

Subject to your compliance with these Terms and payment of any applicable fees, Intelligena grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for its intended purpose. All rights not expressly granted are reserved.

You must not, and must not permit anyone else to:

• copy, modify, translate, adapt, or create derivative works of the Service;
• reverse engineer, decompile or disassemble any part of the Service, or attempt to derive its source code, algorithms, models or underlying structure, except to the minimum extent that applicable law expressly prohibits this restriction;
• resell, sublicense, rent, lease, timeshare or provide the Service as a service bureau to any third party;
• use the Service, or any output of it, to build, train, fine-tune, evaluate or improve a competing product or machine-learning model;
• scrape, crawl, harvest or use any automated means to extract data from the Service except through an interface we document for that purpose;
• circumvent, disable or interfere with any security, rate-limiting, metering or access-control feature; or
• remove, obscure or alter any proprietary notice.

We may change, suspend, limit or discontinue the Service, or any feature of it, at any time. We will try to give reasonable notice of a material discontinuation, but we are not obliged to maintain any particular feature, and no statement in our documentation, marketing or roadmap is a commitment to deliver or retain anything.

4. Your Content

1. You keep ownership. “Your Content” means everything you or your users upload, submit, create, store or transmit through the Service. As between you and us, you retain all right, title and interest in Your Content. We claim no ownership of it.
2. Licence to us. You grant Intelligena a worldwide, non-exclusive, royalty-free, fully paid, sublicensable (to our hosting providers, subprocessors and service providers) and transferable licence to host, store, reproduce, transmit, display, adapt, reformat and otherwise process Your Content, solely as necessary to operate, secure, support and improve the Service, to comply with law, and to provide the features you ask for. This licence ends when Your Content is deleted, except for copies retained in routine backups and where retention is required by law.
3. Your warranties. You represent and warrant that you own or have all rights and permissions necessary to Your Content and to grant the licence above; that Your Content and our processing of it under these Terms will not infringe or misappropriate any third party’s rights or violate any law; and that you have provided every notice and obtained every consent required from the individuals whose data appears in it.
4. We do not pre-screen, and we may remove. We have no obligation to monitor Your Content, and the fact that content remains available is not our endorsement or approval of it. We may remove, disable or restrict any content or account, without notice, that we believe in good faith violates these Terms, the Acceptable Use Policy or any law, or that exposes us or any person to liability.
5. You are responsible for your own backups. We take reasonable measures to preserve data but do not guarantee against loss. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT COPIES OF ANYTHING YOU CANNOT AFFORD TO LOSE.

5. Our intellectual property, and feedback

The Service, and all software, models, designs, text, graphics, interfaces, documentation, trade marks, trade dress, know-how and other materials comprising it, are and remain the exclusive property of Intelligena LLC and its licensors, protected by copyright, trade mark, trade secret and other laws. These Terms grant you a licence, not a sale, and transfer no ownership of anything.

Feedback. If you send us suggestions, ideas, feature requests, bug reports or other feedback, you irrevocably assign to Intelligena LLC all right, title and interest in that feedback and in everything derived from it, worldwide and in perpetuity, and waive any moral rights in it, at no charge and with no obligation of confidentiality, attribution or compensation. To the extent any right cannot be assigned, you grant us an unlimited, perpetual, irrevocable, royalty-free licence to it.

Usage data. We may collect and use technical and usage data relating to the Service in aggregated or de-identified form — data that does not identify you or any individual — for any lawful business purpose, including operating, securing, analysing and improving our products.

6. Acceptable use

Your use of the Service is governed by the Acceptable Use Policy, which forms part of these Terms. Breach of that policy is a material breach of these Terms and may result in immediate suspension or termination without refund.

7. Third-party services, content and links

The Service integrates or links to services we do not control, including payment processors, model providers, email and messaging providers, storage providers and content supplied by other users. We do not control, endorse, guarantee or assume any responsibility for any third-party service or content, and your use of one is governed by that third party’s own terms and is entirely at your own risk. A failure, outage, change, price increase, security incident or discontinuation by a third party is not a breach of these Terms by us.

8. Artificial intelligence features

Parts of the Service generate, summarise, transcribe, classify, mark or otherwise process material automatically using machine-learning models (“AI Features”, and their results “Output”).

You are solely responsible for reviewing, verifying and deciding whether to rely on, publish, act on or transmit any Output, and for every consequence of doing so. You must not use Output as a substitute for professional judgement. Intelligena may change, retrain, replace, degrade or withdraw any model at any time; Output produced by a later version may differ materially from Output produced by an earlier one, and we do not guarantee reproducibility.

No professional advice. Neither the Service nor any Output is, or is a substitute for, medical, clinical, mental-health, legal, accounting, tax, financial, insurance, educational-accreditation or other professional advice, and no physician–patient, attorney–client, therapist–client, fiduciary or other professional relationship is created by your use of the Service. Any decision that requires professional judgement remains yours and that of the licensed professional you engage. Where you are a licensed professional using the Service in your practice, you remain solely responsible for your own professional, clinical, ethical, licensing and regulatory obligations, and nothing in the Service relieves you of them.

9. Fees, subscriptions, automatic renewal and taxes

1. Paid features are billed at the price and interval shown to you at purchase. Unless stated otherwise, fees are quoted in U.S. dollars, are exclusive of taxes, and are non-refundable except where these Terms or applicable law expressly require a refund.
2. Automatic renewal. A subscription continues automatically and we will charge your payment method on each renewal at the then-current rate until you cancel. The renewal interval and price are disclosed to you before you subscribe and in your confirmation.
3. How to cancel. You may cancel at any time, effective at the end of the then-current billing period, from your account settings in the Service — that is, by the same means you used to subscribe, without having to contact anyone — or by writing to support@intelligena.com. Cancelling stops future charges; it does not refund the period already paid for, and you keep access until that period ends.
4. Free trials. If you begin a free or discounted trial, it converts automatically to a paid subscription at the end of the trial period unless you cancel before then.
5. Price changes. We may change prices on at least 30 days’ notice before the change takes effect for you. Continuing after that date is your acceptance of the new price; if you do not accept it, cancel before then.
6. Taxes. You are responsible for all sales, use, VAT, GST, withholding and similar taxes other than taxes on our net income.
7. Non-payment. We may suspend or terminate access for any amount not paid when due, charge interest at the lesser of 1.5% per month or the maximum the law allows, and recover our reasonable costs of collection.
8. Chargebacks. Initiating a chargeback for a charge properly made under these Terms is a material breach. You agree to contact us first.

10. Term, suspension and termination

These Terms apply from your first use of the Service until terminated. You may terminate at any time by closing your account. Intelligena may suspend or terminate your access, in whole or in part, at any time, with or without cause and with or without notice, including where we believe in good faith that doing so is necessary to protect the Service, any user, any third party or us, or to comply with law.

On termination your licence ends immediately and we may delete Your Content. Where termination is not for your breach, we will make Your Content available for export for a reasonable period if you ask. Fees already paid are not refunded on termination for your breach. Sections 4.2–4.5, 5, 9, 11, 12, 13, 14, 15, 16, 17 and 18–24 survive termination.

11. Disclaimer of warranties

Some jurisdictions do not allow the exclusion of certain warranties. Where a jurisdiction whose law applies to you does not allow an exclusion above, that exclusion does not apply to you to that extent, and the remaining exclusions continue to apply in full.

12. Limitation of liability

12.4 — What is not limited. Nothing in these Terms excludes or limits any liability that cannot be limited by law. In particular, and without limiting the generality of that sentence, nothing here purports to exempt Intelligena from liability for its own fraud, wilful injury to the person or property of another, or violation of law, within the meaning of California Civil Code section 1668; for gross negligence; for death or personal injury caused by negligence; or for any other liability that applicable law does not permit to be limited. If any part of this Section 12 is held unenforceable as applied to a particular claim, it continues to apply in full to every other claim.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. Where that is so, the exclusions and limitations above apply to you only to the fullest extent that jurisdiction permits.

12.5 — Consumers outside the United States. If you are a consumer, nothing in these Terms affects any right you have under the mandatory consumer-protection law of the country in which you habitually reside that cannot be excluded or limited by agreement. Where such a law gives you a right, remedy or guarantee that these Terms would otherwise restrict, that law prevails to the extent of the restriction, and every other provision of these Terms continues to apply. Stating this is deliberate rather than generous: a term that purports to strip a non-waivable statutory right is one a regulator may treat as unfair in its entirety and read down further than this carve-out does.

13. No personal liability of members, managers or officers

Intelligena is a limited liability company. Its members and managers are not liable for its debts, obligations or liabilities under California law, and nothing in these Terms, in any statement made by or on behalf of Intelligena, or in any course of dealing between us, is intended to or does create any such liability, guarantee, suretyship or personal undertaking. The persons named in this Section are intended third-party beneficiaries of this Section, of Section 11 and of Section 12, and may enforce them directly. This Section does not apply to any liability that cannot lawfully be disclaimed, including a person’s own fraud or wilful misconduct.

14. Indemnification

You will defend, indemnify and hold harmless Intelligena LLC and its members, managers, officers, employees, contractors, agents, affiliates, suppliers and licensors (each an “Indemnified Party”) from and against any and all claims, demands, actions, proceedings, investigations, losses, liabilities, damages, judgments, awards, fines, penalties, settlements, costs and expenses (including reasonable attorneys’ fees and the costs of enforcing this indemnity) arising out of or relating to:

1. your access to or use of the Service, including any use by anyone using your account;
2. Your Content, including any claim that it infringes, misappropriates or violates any right of a third party;
3. your breach of these Terms, the Acceptable Use Policy, or any representation or warranty you make in them;
4. your violation of any law or of the rights of any person, including any privacy, data-protection, student-privacy, health-information, consumer-protection, telemarketing, professional-licensing or employment law;
5. any decision you or anyone else makes in reliance on Output; and
6. any dispute between you and any of your own clients, patients, learners, students, employees, customers or other users.

We will notify you of any claim for which we seek indemnity, though a failure to do so promptly relieves you of your obligations only to the extent you are materially prejudiced by the delay. We may assume sole control of the defence and settlement of any such claim at your expense, and you must cooperate. You may not settle any claim in a way that imposes any obligation, admission or restriction on an Indemnified Party without our prior written consent.

15. Assumption of risk and release

You acknowledge that your use of the Service, and any reliance you place on it or on Output, is at your sole risk. If you have a dispute with another user of the Service, or with any third party whose content or service is reached through it, you release Intelligena LLC and each Indemnified Party from all claims, demands and damages of every kind arising out of that dispute. If you are a California resident, you waive California Civil Code section 1542, which reads: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

16. Health information

Some features of the Service may be used to create, receive, maintain or transmit Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”).

1. You are the Covered Entity. Where you use the Service with PHI, you are the covered entity (or the business associate of one) and Intelligena acts as your business associate. You are solely responsible for your own compliance with HIPAA and with every other health-privacy law that applies to you, including obtaining patient authorisations, issuing notices of privacy practices, conducting your own risk analysis, training your workforce, and configuring and using the Service appropriately.
2. A signed BAA is required first. You must not upload, enter or transmit PHI through the Service until a written Business Associate Agreement between you and Intelligena LLC is in force. If you do so before then, you do so in breach of these Terms and entirely at your own risk, and Intelligena has no obligation or liability of any kind in respect of that information.
3. The BAA governs where it conflicts. Where a signed Business Associate Agreement is in force, its terms control over these Terms with respect to PHI, and only with respect to PHI.
4. The Service is not a medical device, is not intended to diagnose, treat, cure or prevent any disease or condition, and has not been cleared or approved by the U.S. Food and Drug Administration or any comparable authority.

17. Dispute resolution — arbitration and class action waiver

1. Informal resolution first. Before starting an arbitration or any proceeding, you agree to send a written notice of dispute to legal@intelligena.com describing the claim and the relief sought, and to negotiate in good faith for 60 days. This is a condition precedent to commencing any proceeding, and the limitation period in Section 19 is tolled while it runs.
2. Agreement to arbitrate. Any dispute, claim or controversy arising out of or relating to these Terms or the Service, including their existence, breach, termination, enforcement, interpretation, validity or scope, and including claims that arose before you accepted these Terms, will be resolved by binding individual arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules and Procedures then in effect and, where applicable, its consumer arbitration minimum standards. This agreement to arbitrate is governed by the Federal Arbitration Act.
3. Seat and hearing. The arbitration will be seated in San Diego County, California. The arbitrator may conduct hearings by telephone or video, and you may elect a hearing in the county of your residence or a documents-only proceeding where the applicable rules allow.
4. Arbitrator’s authority. The arbitrator has exclusive authority to resolve all disputes, including any claim that all or part of this Section is unenforceable, except that a court has exclusive authority to decide the enforceability of Section 17.5. The arbitrator may award only the relief a court could award on an individual claim and is bound by Sections 11, 12, 13 and 19. The award is final and binding and may be entered in any court of competent jurisdiction.
5. CLASS ACTION AND JURY TRIAL WAIVER. YOU AND INTELLIGENA LLC EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO BRING, JOIN OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE PROCEEDING. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this Section 17.5 is held unenforceable as to a particular claim or request for relief, that claim or request is severed from the arbitration and heard in the courts identified in Section 18, and every other claim remains in arbitration.
6. Exceptions. Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or to prevent unauthorised access to the Service, without first arbitrating and without waiving this Section.
7. How to opt out. You may reject this Section 17 by sending written notice within 30 days of first accepting these Terms to legal@intelligena.com, or to Intelligena LLC, 3400 Cottage Way Ste G2, Sacramento CA 95825, United States of America, stating your name, the email address on your account, and that you opt out of arbitration. Opting out affects no other part of these Terms, and we will not retaliate in any way. If you opt out, Section 18 governs.
8. Fees and survival. Payment of filing and arbitration fees is governed by the applicable rules; where those rules require us to bear a consumer’s fees, we will. This Section survives termination of these Terms and the closure of your account.

18. Governing law and forum

These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of California, United States of America, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. To the extent any dispute is not subject to arbitration under Section 17, you and Intelligena irrevocably submit to the exclusive personal jurisdiction and venue of the state and federal courts located in San Diego County, California, and each waives any objection to that forum on grounds of inconvenience or otherwise. You agree that this forum is convenient and was agreed to as a material term.

19. Time limit for claims

Any claim arising out of or relating to these Terms or the Service must be commenced within 12 months after the claim arose. A claim not commenced within that period is permanently barred. Where applicable law does not permit a limitation period to be shortened, this Section does not apply to you.

20. Changes to these Terms

We may change these Terms. For a material change we will give at least 30 days’ notice by email, by a notice in the Service, or by both, and will update the version at the top of this page. Continuing to use the Service after a change takes effect is your acceptance of the changed Terms; if you do not accept them, stop using the Service and close your account before the effective date. A change to Section 17 will not apply to a dispute of which we had notice before the change took effect.

21. Notices and electronic communications

You consent to receive all communications, agreements, notices and disclosures from us electronically — by email to the address on your account, or by posting in the Service — and agree that these satisfy any legal requirement that a communication be in writing. A notice we send by email is deemed received on the day it is sent. You are responsible for keeping your email address current. Notices to us must be sent to legal@intelligena.com, with a copy to Intelligena LLC, 3400 Cottage Way Ste G2, Sacramento CA 95825, United States of America.

22. Force majeure

Intelligena is not liable for any failure or delay in performance caused by anything beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, war, terrorism, civil unrest, labour dispute, governmental action, embargo, failure or degradation of the internet, of a telecommunications or hosting provider, of a model or payment provider, or of electricity supply, and denial of service or other malicious attack.

23. General

1. Severability and reformation. If any provision of these Terms is held invalid, illegal or unenforceable, it will be modified and interpreted so as to best accomplish its objectives to the greatest extent permitted by applicable law, and if it cannot be so modified it will be severed; in either case every remaining provision continues in full force. In particular, a holding that any exclusion, limitation, waiver or disclaimer in these Terms is unenforceable in a particular respect or as to a particular claim does not affect its enforceability in any other respect or as to any other claim, and it remains in force to the maximum extent the law allows.
2. No waiver. A failure or delay in enforcing any provision is not a waiver of it. A waiver is effective only if in writing and signed by us, and applies only to the instance stated.
3. Assignment. You may not assign or transfer these Terms or any right under them, by operation of law or otherwise, without our prior written consent; any attempt to do so is void. We may assign these Terms freely, including to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets.
4. Entire agreement. These Terms, together with the Acceptable Use Policy, the Privacy Policy and any order form or written agreement signed by both parties, are the entire agreement between you and Intelligena about the Service, and supersede every prior or contemporaneous understanding, representation, proposal or statement, whether oral or written. You agree you have not relied on any statement not set out in them. Any term you purport to add, including in a purchase order or your own standard terms, is void and of no effect.
5. Relationship. Nothing in these Terms creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship between us.
6. Third-party beneficiaries. Except as stated in Sections 12, 13 and 14, there are no third-party beneficiaries of these Terms.
7. Export and sanctions. You represent that you are not located in, and are not a national or resident of, any country or territory subject to U.S. embargo, and that you are not on any U.S. government restricted-party list. You will comply with all applicable export-control and sanctions laws.
8. U.S. government users. The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202 and is provided with only the rights granted to all other users.
9. Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation”. These Terms will not be construed against the drafter.
10. Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version governs.

24. Contact

Questions about these Terms should go to legal@intelligena.com. Our contact details are set out below.