Terms of Service

These terms are between OptiMed AI (“OptiMed”, “we”) and the organisation that subscribes to OptiMed (“Customer”, “you”). By signing an order form, or by accessing or using the service, you agree to them.

If you have a signed master agreement, order form, or business associate agreement with us, that document controls where it conflicts with these terms. A business associate agreement always controls with respect to protected health information.

The person accepting these terms represents that they are authorised to bind the organisation.

OptiMed identifies appointment opportunities a clinic is losing, proposes a next action to clinic staff, sends messages that staff approve, offers and holds appointment slots, and reports on which recovered appointments were kept. It is an overlay on the systems you already run.

The service’s prioritisation outputs are operational estimates presented to a person for a decision. They are not guarantees of any outcome, and no estimate, calculator result, or projection we provide — including anything on our website — is a promise of revenue or of recovered appointments.

• Accounts are for named individuals. Sharing credentials between people is not permitted.
• Multi-factor authentication is required for access to live clinic data. You are responsible for keeping authenticator devices and recovery codes secure.
• You are responsible for the activity that occurs under your accounts, for assigning appropriate roles, and for removing access promptly when someone leaves.
• Tell us without undue delay if you suspect an account has been compromised.

You own the data you or your patients put into the service. You grant us the rights needed to host, process, transmit, and display it in order to provide the service, to support it, and to secure it.

You are responsible for:

• Having a lawful basis to contact each patient by each channel you enable, and for obtaining and recording consent in line with HIPAA, the TCPA, applicable FCC and state rules, and your own policies.
• The accuracy of the patient, appointment, availability, and value data you import or connect, and for keeping it current.
• Reviewing and approving outbound messages, and confirming bookings. The service is configured for staff approval by default, and you should not disable a safeguard you do not intend to be responsible for.
• Configuring quiet hours, frequency limits, message templates, and suppression lists so that they meet your own regulatory and clinical policies.
• Honouring opt-outs recorded elsewhere in your organisation, and not re-adding a patient who has opted out.
• Not uploading diagnoses, medications, clinical notes, lab results, treatment plans, insurance details, Social Security numbers, or the demographic categories the service excludes. The service quarantines these, but keeping them out is your responsibility.

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

• Use the service to send marketing or solicitation to people who have not consented to receive it, or to contact anyone you do not have a treatment relationship with or a lawful basis to contact.
• Use the service for emergency, urgent clinical, or safety-critical communication.
• Attempt to access another customer’s data, probe or circumvent the service’s security or tenant isolation, or use the service to gain access to systems you are not authorised to use.
• Reverse engineer, decompile, resell, sublicense, or provide the service to a third party as a service bureau, except as your agreement permits.
• Upload malware, or use the service in a way that degrades it for other customers.
• Misrepresent the service’s capabilities to your patients, or present its outputs as clinical advice.

If use of the service creates an immediate risk to patients, to other customers, or to the service’s integrity, we may suspend the affected functionality and will tell you promptly.

Messages sent through the service are sent on your behalf and identify your clinic. You are the sender for regulatory purposes.

The service enforces opt-out handling, consent status, suppression, configured quiet hours, and frequency limits before any message is sent, and these checks run outside the language model that drafts message text. You may not disable them. Appointment reminders and scheduling communications are treated as a distinct purpose from reactivation or marketing-style outreach, which requires separate approval and stricter consent.

Message delivery depends on carriers and messaging providers. We do not guarantee that any message will be delivered, or delivered within a particular time.

• Fees, included usage, overage rates, billing frequency, and the subscription term are set in your order form. Pricing shown on our website is indicative and is not an offer.
• Invoices are payable as stated in the order form. We may suspend the service for non-payment after giving notice and a reasonable opportunity to cure.
• Either party may terminate for a material breach that is not cured within 30 days of written notice.
• On termination, your right to use the service ends. You may export your data during the period stated in your agreement, after which we delete or de-identify it subject to legal holds and audit obligations.
• Fees already paid are non-refundable except where your agreement says otherwise or where we terminate without cause.

Each party will protect the other’s confidential information with at least reasonable care and will use it only to perform under this agreement. This does not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed.

We retain all rights in the service, its software, and its documentation. You retain all rights in your data. Feedback you give us may be used to improve the service without obligation to you; we will not identify you as its source without permission.

We may use aggregated, de-identified operational statistics to improve and benchmark the service. Such statistics never identify you, your staff, or any patient, and patient-level records are never pooled across customers.

We warrant that we will provide the service with reasonable skill and care and in accordance with the security commitments described in our documentation and in your agreement.

Otherwise, and to the fullest extent permitted by law, the service is provided “as is”. We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted or error-free, that message delivery will succeed, or that any particular appointment, booking, or amount of revenue will result from using it.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.

Each party’s total liability arising out of this agreement is limited to the fees you paid or owed for the service in the twelve months before the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party’s breach of confidentiality, to a party’s indemnification obligations, or to liability that cannot be limited by law.

Changes. We may update these terms. We will post the new effective date here and give clinic customers advance notice of a material change. Continuing to use the service after a change takes effect means you accept it.

Governing law. These terms are governed by the laws of the State of Texas, without regard to its conflict-of-law rules, and the state and federal courts located in Texas have exclusive jurisdiction.

Assignment. Neither party may assign this agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets.

Entire agreement and severability. These terms, together with any order form and business associate agreement, are the entire agreement between the parties. If any provision is held unenforceable, the rest remain in effect.

Contact. legal@optimedmd.com. Our privacy policy explains how we handle personal information.