Terms and Conditions
These Terms form a binding contract between the client, practice, or business using the platform and PrysmFlow. By using our software, applications, and agreed services, you accept these rules.
Company location: San Francisco, California1. Your Authority
You confirm that you have the legal right and authority to accept these Terms for yourself, your practice, or your business. You also confirm that accepting and using our services does not violate another agreement you have signed.
2. Your License to Use the Software
We grant you a personal, non-exclusive, non-transferable license to use the software and related services we provide to you.
The software is for your internal business use only. You may not sell, rent, lease, sublicense, distribute, copy, share, or commercially exploit the software or its content for any third party.
3. User Accounts and Security
You are responsible for keeping usernames, passwords, and other account credentials secure. You are responsible for all activity under your account, whether or not you authorized it.
You must notify us immediately if you suspect unauthorized access, credential theft, a security breach, or any other compromise of your account.
4. Patient Data and HIPAA Compliance
If our services handle Protected Health Information (PHI), both parties agree to follow applicable HIPAA and HITECH requirements. When required, the parties will also be bound by a Business Associate Agreement (BAA) that describes how electronic health information is protected.
5. Communication Laws and Consent
You are responsible for using the platform in compliance with all applicable privacy, telemarketing, email, text messaging, fax, call recording, and consumer protection laws, including laws such as TCPA, CAN-SPAM, CTIA messaging rules, and similar federal, state, local, or international requirements that apply to your business.
You must obtain any required opt-in consent before sending texts, emails, faxes, marketing calls, reminders, or other communications through the platform. You must keep reasonable proof of consent when required.
You must honor opt-out requests promptly. If a recipient texts STOP, the system will opt that recipient out where supported. Message and data rates may apply. Message frequency may vary. For help, recipients may reply HELP or contact your office.
We may suspend or restrict your account if we detect spam, illegal robocalls, prohibited messaging, high complaint rates, suspected fraud, or usage patterns that could harm recipients, carriers, networks, our services, or third parties.
6. Integrations and Remote Access
To make the software work, you authorize us to remotely access, sync with, retrieve from, monitor, configure, and update data in third-party systems you use, including practice management software, servers, clearinghouses, communication tools, or other systems connected to your account.
You confirm that you have the legal right and required permissions to give us this access. You are responsible for disabling or removing access if you no longer have that authority.
We are not liable for issues, data corruption, outages, system disruptions, or third-party platform problems that arise from authorized remote access, except where liability cannot be limited by law.
7. Fees, Taxes, Late Payments, and No Refunds
You agree to pay all service fees, subscription charges, usage overages, taxes, surcharges, third-party pass-through charges, and other amounts agreed to in your service order or invoice using a valid payment method.
All sales are final for services already set up, delivered, or rendered. If you discontinue services, you remain responsible for amounts already due.
If payment is more than 5 days late, we may charge a 15% late penalty. If your account is 30 days or more overdue, we may suspend services, including dashboard access, phone service, software access, campaigns, integrations, and related services until the overdue balance is paid. Reinstatement may require a $50 fee per past-due invoice.
8. Payment Processing Fees
If you use built-in payment processing, standard card-processing fees may apply. Unless a separate agreement says otherwise, card-present transactions are charged 2.25% plus $0.20 per transaction, and card-not-present transactions are charged 2.9% plus $0.30 per transaction.
9. Contract Term and Cancellation
Your agreement begins on the date you sign or accept the applicable service order and automatically renews monthly or for the term stated in that order.
Either party may cancel by giving 30 days' written notice by email to the support contact listed in the service order or on this site. You remain responsible for amounts due through the effective cancellation date.
If telephone numbers or other services must be transferred away, you are responsible for completing that transfer during the notice period. If a required transfer is not completed in time, additional service charges may apply.
If you sell your practice or business, you remain responsible for the agreement until the new owner signs an approved transfer or replacement agreement.
10. VoIP Phone Service Rules
If you use an integrated internet phone system, you are responsible for keeping physical addresses, user access, devices, and credentials accurate and secure. You are responsible for fraudulent or unauthorized usage unless the law requires otherwise.
VoIP 9-1-1 emergency calling is different from traditional landline service. 9-1-1 may not work during internet outages, power failures, account suspension, network congestion, device failure, misconfiguration, or if equipment is moved to a different location. If you reach emergency services, you may need to state your location immediately.
You are responsible for telling all users of the VoIP service about these 9-1-1 limitations. If you use call recording, you are solely responsible for following all consent and recording laws that apply.
If phone numbers are ported to or from the service, you authorize the required number-transfer steps and understand that we are not responsible for lost communication during carrier transitions or third-party carrier delays.
11. Prohibited Industries, Content, and Use
You may not use the platform for unlawful purposes, spam, illegal robocalls, deceptive marketing, adult content, gambling, counterfeit goods, illegal or regulated products, high-risk financial schemes, get-rich-quick offers, pyramid or multi-level marketing schemes, unapproved health claims, hate speech, defamatory content, or other content or activity we reasonably believe is abusive, unsafe, illegal, or harmful.
12. Intellectual Property and Confidentiality
We own our software, designs, workflows, business logic, documentation, processes, and other proprietary materials. You may not copy, decompile, disassemble, decrypt, extract, reverse-engineer, or attempt to recreate any part of the software or proprietary systems.
Non-public fees, services, reports, documents, recommendations, systems, customer information, developer information, and business processes are confidential. You may not disclose or use confidential information for your own benefit outside the agreed services.
During the agreement and for 10 years after termination, you agree not to recruit, hire, privately contract, or directly engage our employees, contractors, or domestic or international developers outside a written agreement with us.
13. Service Changes and Force Majeure
We may update, modify, suspend, discontinue, or replace parts of the software or services from time to time. We may also update these Terms by posting the updated version or otherwise giving notice. Continued use after an update means you accept the updated Terms.
Neither party is liable for delay or failure caused by events outside reasonable control, including natural disasters, fires, floods, war, terrorism, civil unrest, labor disputes, government action, pandemics, internet or utility outages, supplier failures, carrier failures, or similar events. Payment obligations for services already provided remain due.
14. Limitation of Liability
To the maximum extent permitted by law, our total financial liability for system failures, service errors, data issues, business interruption, or other losses is limited to the amount you actually paid us for the affected services. We are not liable for indirect, special, incidental, consequential, punitive, or exemplary damages, including lost profits, lost revenue, corrupted data, or lost business opportunities.
15. Indemnification
You agree to defend, indemnify, and hold us harmless from third-party claims, damages, penalties, costs, lawsuits, and reasonable attorney fees arising from your data, content, instructions, business practices, products or services, patient or customer communications, failure to obtain required consent, violation of law, or misuse of the platform. This obligation survives termination of the agreement.
16. Independent Legal Advice
You acknowledge that you had a reasonable opportunity to seek independent legal advice before accepting these Terms or signing a related service order.
17. Legal Governance
These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Any official legal dispute must be filed in the state or federal courts located in San Francisco County, California, unless applicable law requires a different forum.
If a lawsuit or formal action is brought to enforce these Terms, the prevailing party may recover reasonable attorney fees, expert fees, accounting fees, and court costs where permitted by law.
18. Severability and Entire Agreement
If any part of these Terms is found invalid or unenforceable, that part will be limited or removed, and the remaining sections will continue in effect.
These Terms, together with any signed service order, invoice, BAA, or written addendum, form the entire agreement between the parties for the covered services. Any amendment must be in writing and accepted by both parties, unless these Terms are updated as described above.