SOPHIE AI PLATFORM TERMS

1. SUBSCRIPTION DETAILS

Customer’s selected package, fees, billing frequency, subscription term, included features, integrations, services, locations, and any applicable promotional or special pricing are the commercial terms displayed to and accepted by Customer at checkout or otherwise confirmed electronically by SOPHIE (“Subscription Details”).

The Subscription Details and these Terms together constitute the agreement between SOPHIE and Customer. If the Subscription Details expressly conflict with these Terms regarding pricing, billing, package, term, included services, or other customer-specific commercial terms, the Subscription Details control.

The commercial terms of Customer’s purchase may include:

subscription package;
fees and billing frequency;
subscription term;
locations or accounts;
included features and integrations;
activation, implementation, or professional services;
special pricing or price protection; and
other customer-specific terms.

Subject to payment of applicable fees and compliance with these Terms, SOPHIE grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right during the applicable subscription term to access and use the services identified solely for Customer’s internal business operations.

SOPHIE may offer, modify, or discontinue packages, pricing, functionality, features, and services from time to time. Customer is entitled to the services included in its applicable then-current package.

2. PROFESSIONAL SERVICES

Any activation, implementation, concierge services, consulting, custom development, or other professional services are included only when expressly identified in an Order.

When included, SOPHIE will provide those services substantially as described in the applicable Order or package description.

Any implementation plan, schedule, milestone, priority, or anticipated deliverable is a planning target unless the Order expressly identifies it as a guaranteed deliverable.

Customer will timely provide the personnel, documents, permissions, information, approvals, system access, and decisions reasonably required for the services.

Customer or third-party delays, unavailable personnel, incomplete information, nonparticipation, scheduling conflicts, or failure to implement recommendations do not automatically extend a subscription term or create a right to a refund, credit, or additional services.

3. CUSTOMER RESPONSIBILITIES AND OUTPUTS

Customer is responsible for:

maintaining accurate account and billing information;
authorizing and managing its users;
protecting account credentials;
maintaining appropriate permissions for connected systems;
the accuracy and legality of information supplied to SOPHIE; and
all activity conducted through Customer’s account.

Customer is responsible for reviewing and approving SOPs, workflows, scorecards, reports, configurations, recommendations, AI-generated content, and other outputs before relying upon, distributing, or implementing them.

Customer remains responsible for its own business and practice operations, including personnel, employment, billing, collections, regulatory compliance, patient care, management decisions, and implementation of SOPHIE outputs.

SOPHIE does not provide medical, dental, legal, accounting, tax, employment, or regulatory advice.

SOPHIE does not guarantee any particular financial, operational, staffing, collections, production, compliance, growth, patient, or other business result.

4. PATIENT AND REGULATED DATA

Unless SOPHIE expressly designates a feature or service as approved for patient-level or regulated healthcare information and any required supplemental terms are in effect, Customer will not upload, transmit, connect, or expose patient records, protected health information, patient-identifiable information, or other patient-level data to SOPHIE.

If SOPHIE later offers functionality designed to process such information, that functionality may be subject to additional privacy, security, data-processing, or healthcare-specific terms. Those supplemental terms will control with respect to that functionality and data.

5. ACCEPTABLE USE

Customer and its users may not:

resell, sublicense, distribute, or provide SOPHIE access to another business except as expressly authorized;
copy, scrape, reverse engineer, decompile, disassemble, or attempt to discover SOPHIE’s source code, prompts, models, algorithms, architecture, or underlying technology;
circumvent account, security, usage, location, or technical restrictions;
upload malicious code or interfere with SOPHIE’s operation or security;
use unauthorized automated methods to extract platform content or data;
use SOPHIE or its materials to build, train, develop, or improve a competing product or service;
use SOPHIE unlawfully or in violation of another person’s rights; or
use the services in a manner that creates a material legal, security, or operational risk.

SOPHIE may suspend affected access when reasonably necessary to investigate or stop a suspected violation.

6. DATA, BENCHMARKING, OWNERSHIP, AND INTELLECTUAL PROPERTY

Customer Data

Customer retains ownership of the business information, documents, operational data, configurations, and other content Customer lawfully provides to or makes available through SOPHIE (“Customer Data”).

Customer grants SOPHIE the right to host, process, reproduce, analyze, and otherwise use Customer Data as reasonably necessary to provide, operate, secure, maintain, support, and improve the services and to create Aggregated Data as described below.

Nothing in these Terms transfers ownership of Customer’s underlying Customer Data to SOPHIE.

Aggregated and De-Identified Data

SOPHIE may create aggregated, de-identified, statistical, and derived information from Customer Data, platform usage, system activity, operational metrics, and other information processed through the services (“Aggregated Data”), provided that the resulting information does not reasonably identify Customer, an individual, or any patient.

SOPHIE may use Aggregated Data during and after Customer’s subscription to:

develop practice, industry, and operational benchmarks;
compare performance across practices, industries, specialties, practice sizes, locations, operating models, and other relevant cohorts;
generate trends, analytics, research, reports, and industry insights;
improve, test, secure, and develop SOPHIE products and services;
develop statistical models, scoring methodologies, performance indicators, predictive models, and analytical tools; and
create and commercialize benchmarking, analytics, research, data products, and other products or services derived from Aggregated Data.

SOPHIE will not publicly disclose Aggregated Data in a manner that reasonably identifies Customer, an individual, or any patient.

SOPHIE may use minimum cohort sizes, aggregation thresholds, suppression rules, statistical controls, or other reasonable safeguards designed to prevent benchmarking or reporting from reasonably identifying a particular Customer or individual.

As between the parties, SOPHIE owns the aggregated datasets, benchmark models, scoring methodologies, analyses, reports, statistical models, derived metrics, and other intellectual property created by SOPHIE from Aggregated Data.

If SOPHIE later expressly offers functionality designed to process patient-level, protected health, or other regulated information, use of that information will also be subject to applicable law and any supplemental privacy, healthcare, security, or data-processing terms applicable to that functionality.

SOPHIE Intellectual Property

SOPHIE and its licensors retain ownership of the SOPHIE platform, software, templates, methodologies, workflows, frameworks, prompts, models, algorithms, configurations, documentation, training materials, improvements, derivative works, and underlying intellectual property.

No ownership of SOPHIE or its underlying technology is transferred to Customer.

Customer may continue using customer-specific SOPs, procedures, and workflow documents created for or generated by Customer for its own internal business operations after the applicable subscription ends. This does not transfer ownership of SOPHIE’s underlying templates, methodologies, technology, models, or platform.

Customer may voluntarily provide feedback or suggestions regarding SOPHIE. SOPHIE may use that feedback to improve or develop its products without restriction or compensation, provided SOPHIE does not publicly identify Customer without permission.

7. CONFIDENTIALITY

Each party may receive nonpublic business, financial, technical, operational, product, or security information belonging to the other party (“Confidential Information”).

Each party will use reasonable care to protect the other party’s Confidential Information, use it only in connection with the parties’ business relationship, and disclose it only to personnel, contractors, advisors, or service providers who reasonably need access and are subject to confidentiality obligations.

Confidential Information does not include information that:

was lawfully known without restriction before disclosure;
becomes public without breach of these Terms;
was independently developed without use of the Confidential Information;
was lawfully obtained from another source without restriction; or
must be disclosed by law.

When legally permitted, a party required to disclose Confidential Information will provide reasonable advance notice to the other party.

8. THIRD-PARTY SERVICES AND INTEGRATIONS

SOPHIE may connect with or depend upon third-party software, APIs, hosting providers, artificial-intelligence models, practice-management systems, and other external services.

Customer authorizes SOPHIE to interact with third-party systems selected or approved by Customer as reasonably necessary to provide applicable functionality.

Customer is responsible for maintaining its third-party accounts, obtaining required permissions, complying with applicable third-party terms, and paying fees charged directly by third-party providers.

SOPHIE does not control and is not responsible for a third party’s availability, performance, security practices, pricing, product or API changes, restrictions, outages, or discontinuation.

Unless expressly included in a customized Order, SOPHIE is not obligated to develop a particular integration, provide custom development, or support every third-party system, version, or configuration.

SOPHIE may modify, replace, suspend, or discontinue an integration when reasonably necessary because of security concerns, technical limitations, legal requirements, third-party restrictions, or commercial feasibility..

9. FEES, PAYMENT, AND NONREFUNDABILITY

Customer will pay the fees specified in the applicable checkout and payment process. Unless a customized Order expressly states otherwise:

subscription fees are billed in advance;
payment obligations are non-cancelable during the applicable subscription term; a
amounts charged or paid are nonrefundable;
unused services, functionality, subscription time, meetings, or other benefits do not create a refund or credit; and
fees exclude applicable taxes and third-party charges.

Customer authorizes SOPHIE and its payment processor to charge Customer’s authorized payment method for amounts due for the subscription license, including any recurring and renewal fees.

Customer is responsible for maintaining a valid payment method and accurate billing information.

Customer’s nonuse, staffing changes, scheduling conflicts, delayed participation, changed priorities, failure to provide required information or access, or decision to discontinue use during an active subscription term does not create a right to a refund, credit, offset, extension, or partial reimbursement.

SOPHIE may suspend service for overdue amounts after reasonable notice.

10. TERM, AUTOMATIC RENEWAL, AND CANCELLATION

Customer’s subscription term (“Subscription Term”), fees, and billing schedule are the terms presented to and accepted by Customer at checkout or otherwise confirmed electronically by SOPHIE (“Subscription Details”).

The Subscription Term and billing schedule are separate concepts. A subscription may, for example, have a 12-month Subscription Term while being paid annually, monthly, or according to another payment schedule.

Unless the Subscription Details expressly state otherwise, Customer remains financially responsible for the entire applicable Subscription Term regardless of the billing schedule selected.

UNLESS THE SUBSCRIPTION DETAILS EXPRESSLY STATE OTHERWISE, CUSTOMER’S SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR AN ADDITIONAL TERM OF THE SAME LENGTH.

Customer authorizes SOPHIE and its payment processor to automatically charge Customer’s authorized payment method according to the applicable billing schedule, including any installment payments and renewal charges.

Cancellation and Nonrenewal

Unless the Subscription Details expressly provide otherwise:

for a Subscription Term of 12 months or longer, Customer must cancel or provide notice of nonrenewal at least 30 days before the end of the then-current Subscription Term; and
for a Subscription Term shorter than 12 months, Customer must cancel before the next renewal date.

Cancellation or nonrenewal prevents the subscription from renewing after the current Subscription Term. It does not terminate the current Subscription Term or eliminate any remaining payment obligations for that term.

If Customer is paying an annual or other fixed-term subscription through installments, cancellation or nonrenewal does not cancel installments that remain due for the current Subscription Term.

Renewal Notice

For Subscription Terms of 12 months or longer, SOPHIE will send an electronic renewal reminder to the billing or notice email associated with Customer’s account.

The notice will identify the upcoming renewal and provide or identify a method for cancellation or nonrenewal.

SOPHIE may provide additional renewal or billing notices as appropriate or as required by applicable law.

Renewal Charges and Pricing

If Customer does not timely cancel or provide notice of nonrenewal, the subscription will automatically renew and SOPHIE may charge Customer’s authorized payment method according to the billing schedule applicable to the renewal term.

ONCE A RENEWAL TERM BEGINS, THAT RENEWAL TERM IS NON-CANCELABLE AND AMOUNTS PAID OR DUE FOR THAT TERM ARE NONREFUNDABLE, EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED BY SOPHIE OR REQUIRED BY LAW.

Unless the Subscription Details expressly provide price protection, promotional pricing, or another agreed renewal rate, the subscription will renew at SOPHIE’s then-current price for the applicable package.

SOPHIE will provide advance notice of any material price increase applicable to an upcoming renewal.

Customer may cancel or provide notice of nonrenewal through any subscription-management method made available by SOPHIE or by another written or electronic method designated by SOPHIE.

11. SUSPENSION AND TERMINATION

ESOPHIE may suspend access for:

nonpayment;
material violation of these Terms or an Order;
unlawful use;
material privacy, legal, security, or operational risk;
prohibited patient information;
intentional interference with SOPHIE’s systems; or
misuse of SOPHIE’s intellectual property.

Where reasonably practicable, SOPHIE will provide notice and an opportunity to correct a remediable issue.

Either party may terminate an affected subscription license if the other party materially breaches the agreement and fails to cure the breach within 15 days after written notice.

SOPHIE may immediately suspend or terminate access for unlawful activity, intentional security interference, material intellectual-property misuse, or conduct creating an immediate material legal or security risk.

Termination caused by Customer’s breach does not create a refund or eliminate amounts already due.

Upon expiration or termination, Customer’s right to access SOPHIE ends. Provisions concerning fees, intellectual property, confidentiality, disclaimers, liability, indemnification, and other obligations that by their nature should survive will remain effective.

12. WARRANTIES AND DISCLAIMERS

Except for commitments expressly stated in an applicable Order or these Terms, SOPHIE, its services, integrations, outputs, and related materials are provided “AS IS” AND “AS AVAILABLE.”

To the maximum extent permitted by law, SOPHIE disclaims implied or statutory warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, results, and uninterrupted or error-free operation.

SOPHIE does not warrant that the services will satisfy every Customer requirement, that every automated or AI-generated output will be complete or accurate, that every operational issue will be identified or resolved, or that integrations will remain compatible with every third-party system.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by law, SOPHIE and its affiliates, officers, directors, employees, contractors, licensors, and service providers will not be liable for:

indirect, incidental, special, exemplary, punitive, or consequential damages;
lost profits, revenue, savings, goodwill, or business opportunities;
loss, corruption, or unavailability of data;
business interruption;
Customer’s reliance on an output or recommendation; or
acts, omissions, failures, or systems of Customer or a third party.

SOPHIE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER, THESE TERMS, OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SOPHIE UNDER THE APPLICABLE ORDER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits liability that cannot lawfully be limited.

14. CUSTOMER IDEMNIFICATION

Customer will defend, indemnify, and hold harmless SOPHIE and its officers, directors, employees, and contractors from third-party claims, damages, penalties, liabilities, losses, settlements, and reasonable legal expenses arising from:

Customer Data or materials supplied by Customer;
patient information submitted or exposed by Customer;
Customer’s unlawful or unauthorized use of SOPHIE;
Customer’s violation of these Terms, an Order, or applicable law;
Customer’s infringement or violation of another person’s rights; or
Customer’s failure to obtain required permissions or authorizations.

SOPHIE will provide reasonable notice of an indemnified claim and reasonable cooperation in its defense.

Customer may not settle a claim in a manner that admits wrongdoing by SOPHIE, imposes an obligation on SOPHIE, or restricts SOPHIE’s business without SOPHIE’s written consent.

15. GENERAL TERMS

Assignment. Customer may not assign these Terms or a subscription license without SOPHIE’s written consent. SOPHIE may assign them to an affiliate or in connection with a financing, merger, reorganization, sale of assets, change of control, or transfer of the SOPHIE business.

Independent Parties. The parties are independent contractors. Nothing in the parties’ relationship creates a partnership, franchise, employment, agency, fiduciary, or joint venture.

Force Majeure. Neither party is responsible for delay or failure caused by circumstances outside its reasonable control, including natural disasters, government actions, labor disruptions, internet or infrastructure failures, third-party outages, or widespread cybersecurity events.

Entire Agreement. These Terms constitute the complete agreement between SOPHIE and Customer concerning the services covered and supersede prior or contemporaneous communications regarding those same terms.

Sales discussions, demonstrations, marketing materials, projections, or implementation discussions do not create additional contractual obligations unless expressly included in a customized Order.

Changes to These Terms. SOPHIE may update these Terms prospectively. A material update will not retroactively change Customer’s prepaid fees, active subscription term, or expressly negotiated commercial terms. Updated Terms may apply upon Customer’s next renewal after notice.

Severability and Waiver. If a provision is unenforceable, it will be modified only to the minimum extent necessary, and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver.

Governing Law and Venue. These Terms and all Orders are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Any legal action arising out of or relating to these Terms, an Order, or the services must be brought exclusively in the state courts located in Duval County, Florida, or the United States District Court for the Middle District of Florida, Jacksonville Division, and each party consents to those courts’ jurisdiction and venue.

EACH PARTY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS, AN ORDER, OR THE SERVICES.

Electronic Acceptance. Customer may accept these Terms and its Subscription Details electronically, including through an acceptance checkbox, electronic signature, or other affirmative electronic action presented by SOPHIE. Such acceptance constitutes Customer’s agreement to be bound by these Terms and the applicable Subscription Details. SOPHIE may maintain electronic records of Customer’s acceptance and subscription transaction.

Last updated: OCTOBER 26, 2026

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