Terms of Service.

These Terms of Service ("Terms") govern your access to and use of the Perpetua Health platform operated by ChronaSystems, Inc. ("Perpetua," "we," "us," or "our"). By creating an account, signing an order form, or using the Service, you agree to these Terms.

If you are entering into these Terms on behalf of a medical practice or other legal entity, you represent that you have authority to bind that entity. In that case, "you" and "Customer" refer to that entity.

1. The Service

Perpetua provides an AI operations platform for medical practices, including (without limitation) AI-powered phone answering, appointment scheduling, insurance eligibility verification, patient intake, appointment reminders, collections, HIPAA audit monitoring, and related analytics and dashboards (collectively, the "Service").

Features available depend on your subscription plan (Essential, Professional, or Enterprise). We may improve or modify the Service; we will not materially reduce functionality during a paid term without refunding the affected portion of fees.

2. Accounts

You must register for an account to use the Service. You are responsible for: (a) the accuracy of information you provide, (b) maintaining the confidentiality of your credentials, and (c) all activity that occurs under your account, including activity by your employees and contractors.

You must notify us immediately of any unauthorized access or security incident by emailing security@perpetuahealth.com.

3. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any law, regulation, or professional standard of care
• Use the Service to transmit malware, spam, or harassing communications
• Reverse-engineer, decompile, or otherwise attempt to derive source code from the Service
• Scrape, crawl, or bulk-extract data from the Service except via provided APIs
• Share account credentials with anyone outside your organization
• Use the Service to compete with or replicate the Service
• Use the Service to provide clinical care, make diagnoses, or give medical advice — the Service is operational, not clinical

4. Subscription & Payment

The Service is offered on a monthly or annual subscription basis. Fees are listed at perpetuahealth.co/pricing or in your signed order form. All fees are in U.S. dollars and exclusive of applicable taxes.

Monthly subscriptions are billed in advance on each billing cycle anniversary. Annual subscriptions are billed in advance at the start of the term. Payment is processed through Stripe. Failed payments may result in suspension after 10 days' notice.

We may change fees on 60 days' notice. Changes do not affect the current paid term.

Free trials are provided at our sole discretion and convert to paid subscriptions at the end of the trial unless cancelled. You can cancel anytime during a trial without charge.

5. Cancellation & Termination

You may cancel your subscription at any time from Settings → Billing. Cancellation takes effect at the end of the current paid period; you retain access until then. No refunds are provided for partial periods on monthly plans. Annual plan cancellations within the first 30 days receive a prorated refund of the unused portion.

We may suspend or terminate your access for material breach of these Terms, including non-payment, acceptable-use violations, or activity that threatens the security or integrity of the Service. We will provide written notice and a reasonable cure period where feasible.

6. HIPAA & Business Associate Provisions

Perpetua acts as a HIPAA Business Associate when processing Protected Health Information (PHI) on your behalf. A separate Business Associate Agreement ("BAA") governs all handling of PHI. If our BAA and these Terms conflict with respect to PHI, the BAA controls.

You represent that you are a Covered Entity or a Business Associate under HIPAA, that your use of the Service complies with HIPAA and applicable state privacy laws, and that you have obtained all necessary patient authorizations and consents.

Learn more on our HIPAA page and BAA page.

7. Customer Data & Ownership

You retain all rights in the data you submit to the Service ("Customer Data"), including patient records, call recordings, and appointment information. You grant Perpetua a limited license to process Customer Data solely to provide the Service.

We do not use PHI to train machine-learning models. We may use aggregated and de-identified data (not PHI) to improve the Service consistent with HIPAA de-identification standards.

8. Intellectual Property

The Service, including all software, documentation, trademarks, and know-how, is owned by Perpetua or its licensors and is protected by U.S. and international intellectual property laws. Except for the limited rights granted under these Terms, no rights are transferred to you.

9. Third-Party Services

The Service may integrate with third-party systems (EHRs, payment processors, SMS/email providers, etc.). Your use of those services is subject to their own terms. We are not responsible for third-party services' availability, accuracy, or practices.

10. Service Level & Availability

We target 99.9% monthly uptime for Essential and Professional plans and 99.95% for Enterprise plans. Scheduled maintenance, force majeure events, and issues caused by third-party services you control are excluded. Live status is published at perpetuahealth.co/status.

Enterprise customers receive service credits per their signed order form if we miss the committed uptime target.

11. Warranties & Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

Except as expressly set forth in these Terms or a separate signed agreement, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Perpetua is an operational platform, not a clinical decision support system. Nothing the Service outputs should be treated as medical advice, diagnosis, or a substitute for professional judgment.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost revenue, arising out of or related to these Terms or the Service — even if advised of the possibility.

Our total aggregate liability for any claim arising out of these Terms or the Service is capped at the fees paid by you to Perpetua in the 12 months preceding the claim.

These limitations do not apply to: (a) breach of confidentiality, (b) breach of the BAA, (c) your payment obligations, or (d) liability that cannot be limited under applicable law.

13. Indemnification

You agree to defend and indemnify Perpetua against any claim by a third party arising out of: (a) your violation of these Terms, (b) your violation of applicable law, (c) your Customer Data, or (d) your use of the Service outside its intended purpose.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. Exclusive jurisdiction and venue lie in the state and federal courts located in Harris County, Texas.

Before filing suit, the parties will attempt to resolve any dispute in good faith for at least 30 days by direct negotiation between executive representatives.

15. Changes to These Terms

We may update these Terms. Material changes will be announced by email and posted at perpetuahealth.co/terms at least 30 days before taking effect. Continued use of the Service after the effective date constitutes acceptance.

16. Miscellaneous

• Entire agreement: These Terms, plus any signed order form and the BAA, constitute the entire agreement between the parties.
• Severability: If any provision is unenforceable, the remaining provisions remain in effect.
• Assignment: You may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or corporate reorganization.
• Force majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control.
• No waiver: A failure to enforce any provision is not a waiver of that provision.

17. Contact

Questions about these Terms? legal@perpetuahealth.com