Terms of Service

Introduction

These Terms of Service (the “Terms”) are a binding agreement between you (the individual or entity accessing or using the Services, “Customer”, “you”) and Oaken Cloud Technologies, LLC d/b/a PsyFi Technologies (“PsyFi”, “we”, “us”). By creating an account, clicking “I agree”, or using the Services, you accept these Terms and, where applicable, the Business Associate Agreement (“BAA”).

Accounts & Eligibility

• You must be at least 18 years old and have authority to bind your organization.
• You are responsible for maintaining the confidentiality of credentials and for activities under your account.
• Admin users may configure roles and access for workspace members.

Services & License

PsyFi provides cloud software for behavioral health operations, including PsyFi Assistant and PsyFi GPT (the "Services"). Subject to these Terms, PsyFi grants Customer a limited, non‑exclusive, non‑transferable, revocable license to access and use the Services during the subscription term.

The Services include AI-assisted clinical note generation, chat functionality, file upload and analysis, document search, and related features. Customer will not (and will not permit others to) reverse engineer, attempt to bypass technical controls, use the Services for unlawful purposes, or infringe third‑party rights.

AI Services & Third-Party Processing

The Services utilize artificial intelligence and machine learning technologies provided by third-party vendors, including Microsoft Azure OpenAI Service ("AI Provider"). When you submit prompts or data to the Services, that information may be transmitted to and processed by our AI Provider to generate responses and insights.

How AI Processing Works:

• Your inputs (prompts, uploaded files, conversation history) are sent to Azure OpenAI to generate AI-powered responses.
• We have configured our AI Provider to not use Customer Data for training or improving their models.
• Responses are generated in real-time and streamed back to the application.
• Optional de-identification features can redact PHI/PII before transmission to the AI Provider.
• The Services may use embeddings and retrieval-augmented generation (RAG) to enhance response quality using Azure Cognitive Search.

Memory and Learning Features: When enabled, the Services may store conversation context, preferences, and usage patterns to personalize your experience. You can disable memory features in your account settings. Memory data is stored securely and subject to the same protections as other Customer Data.

By using the Services, you consent to the transmission and processing of your inputs by our AI Provider as described. Our AI Provider is a subcontractor subject to a Business Associate Agreement where PHI is involved.

Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with professional and ethical standards. You will not:

• Violate Laws or Regulations: Use the Services in any manner that violates applicable federal, state, or local laws, including HIPAA and state privacy laws.
• Compromise Security: Attempt to gain unauthorized access, interfere with the Services, introduce malware, or conduct security testing without prior written authorization.
• Abuse the System: Exceed usage quotas, create multiple accounts to circumvent limits, or use automated means to access the Services except as expressly permitted.
• Misuse AI Output: Rely solely on AI-generated content for clinical decision-making without independent professional judgment. The Services are intended to assist, not replace, licensed clinicians.
• Upload Prohibited Content: Upload executable files, malware, obscene material, or content that infringes intellectual property rights.
• Share Protected Information Inappropriately: Disclose PHI or confidential information in violation of HIPAA, state privacy laws, or professional ethics codes.
• Impersonate Others: Misrepresent your identity, affiliation, or authority to use the Services.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

Customer Data & PHI

"Customer Data" means data submitted to the Services by or for Customer, including PHI. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer is responsible for the accuracy of Customer Data and for obtaining any consents necessary to process Customer Data in the Services.

PsyFi processes Customer Data only to provide and support the Services, to prevent or address technical issues, to comply with law, or as otherwise permitted by these Terms, the Privacy Policy, and the BAA.

AI-Generated Content: Content generated by the AI Services in response to your prompts ("AI Output") is provided to you as part of the Services. You are responsible for reviewing, validating, and editing AI Output before using it in clinical documentation or decision-making. While you may use AI Output in accordance with these Terms, PsyFi makes no warranties regarding accuracy, completeness, or suitability for any particular purpose.

File Uploads & Attachments

The Services allow you to upload files for analysis and processing. Uploaded files are subject to the following restrictions:

• File Types: Only PDF, DOCX, TXT, MD, CSV, and LOG files are permitted. Executable files and other potentially harmful formats are prohibited.
• File Size: Individual files must not exceed 10 MB unless otherwise specified in your plan.
• Malware Scanning: Files may be scanned for malware. Files detected as malicious will be rejected and may result in account review.
• Storage: Files are stored securely in encrypted cloud storage (AWS S3) and are accessible only to authorized users in your organization.
• Text Extraction: Text content is extracted from files and may be processed by AI Services to generate insights or responses.
• Retention: Files are retained for the duration of the associated conversation or as configured in your organization's retention settings.

You represent and warrant that you have the right to upload files to the Services and that such files do not violate any third-party rights or applicable laws.

AI Output & Professional Responsibility

Not Medical Advice: The Services provide tools to assist licensed mental health professionals. AI-generated content is not medical advice, diagnosis, or treatment. The Services are not a substitute for professional clinical judgment, training, or experience.

Professional Responsibility: You are solely responsible for all clinical decisions, documentation, and patient care. You must:

• Review and validate all AI-generated content before incorporating it into clinical records or treatment plans.
• Exercise independent professional judgment and comply with applicable standards of care.
• Ensure that your use of the Services complies with all applicable laws, regulations, and professional ethics codes.
• Obtain appropriate patient consents and authorizations for the use of AI tools in clinical workflows.

Limitations of AI: AI systems can produce inaccurate, incomplete, or inappropriate content. You acknowledge that AI Output may contain errors and should not be relied upon without independent verification.

No Liability for Clinical Outcomes: PsyFi is not liable for any clinical decisions, patient outcomes, or professional liability claims arising from your use of the Services or reliance on AI Output.

HIPAA / Business Associate Agreement

If Customer is a “Covered Entity” (or a “Business Associate” acting on behalf of a Covered Entity) and uses the Services to create, receive, maintain, or transmit Protected Health Information (“PHI”), PsyFi acts as a “Business Associate” and the Business Associate Agreement (“BAA”) is incorporated by reference into these Terms.

By creating an account, clicking “I agree”, or otherwise accepting these Terms, Customer and PsyFi execute and agree to be bound by the BAA for so long as PsyFi creates, receives, maintains, or transmits PHI on Customer’s behalf. If Customer is not a Covered Entity and does not use the Services to process PHI, the BAA does not apply.

In the event of a conflict between the BAA and these Terms, the BAA controls with respect to PHI.

Security

PsyFi maintains administrative, physical, and technical safeguards appropriate to the nature of the Services and the sensitivity of information processed. See our Security & Compliance documentation for details.

Fees & Payment

• Pricing: Fees are stated at sign‑up, in an order form, or on the pricing page. All fees are in U.S. dollars. Taxes are additional unless expressly stated.
• Payment Authorization: Customer authorizes our payment processor (Stripe, Inc.) to charge the designated payment method for recurring subscription fees, authorized overages, and add‑ons.
• Billing Cycle: Subscriptions are billed in advance on a recurring basis (monthly or annually) as selected at sign-up.
• Usage Limits: Free tier accounts are subject to daily usage quotas. Paid plans include higher quotas as specified in your plan. Exceeding quotas may result in service interruption until the next billing period or upgrade.
• Late Payment: Past‑due amounts may incur late fees or result in suspension. Customer is responsible for reasonable collection costs.
• Fee Changes: We may change fees upon 30 days' notice. Continued use after the effective date constitutes acceptance of new fees.

Cancellations & Refunds

Cancellation: You may cancel your subscription at any time through your account settings or by contacting support. Cancellations take effect at the end of the current billing period. You will retain access to paid features until the end of the period for which you have paid.

No Refunds: Fees are non-refundable except as required by law or as expressly stated in these Terms. If you cancel mid-cycle, you will not receive a refund for the unused portion of your subscription.

Free Trials: Free trials, if offered, are available only once per customer. We may charge your payment method at the end of the trial unless you cancel before the trial period ends. Trial terms will be disclosed at sign-up.

Refund Exceptions: We may, in our sole discretion, provide refunds for extenuating circumstances such as prolonged service outages caused by PsyFi, duplicate charges, or billing errors. Refund requests must be submitted within 30 days of the charge.

Term, Suspension & Termination

Term: Subscriptions commence upon account creation and continue for the selected billing period (monthly or annual). Subscriptions renew automatically unless canceled before the renewal date.

Suspension: PsyFi may suspend access immediately and without notice for:

• Non-payment of fees or failed payment methods.
• Violation of the Acceptable Use Policy or other material breach of these Terms.
• Security threats, suspected fraud, or illegal activity.
• Exceeding usage quotas or abusing the Services.

Termination by Customer: You may terminate your account at any time by canceling your subscription as described above.

Termination by PsyFi: We may terminate your account for material breach that remains uncured for 15 days after written notice, or immediately for violations that pose security or legal risks.

Effect of Termination: Upon termination, your access to the Services will cease, and PsyFi will delete or return Customer Data in accordance with the BAA and our data retention policies, subject to legal holds and backup retention schedules.

Data Export & Account Deletion

Data Export: You may export your conversation history and files through the account settings or by requesting an export from support. Exported data will be provided in standard formats (JSON, CSV, or ZIP archive) within 30 days of your request.

Data Portability: You have the right to receive your Customer Data in a structured, commonly used, and machine-readable format. This includes chat transcripts, uploaded files, and associated metadata.

Account Deletion: You may request deletion of your account by contacting support at privacy@psyfitechnologies.com. Upon verification of your identity, we will:

• Terminate your account and subscription.
• Delete or de-identify your Customer Data, including chat history, files, and personal information.
• Retain only data necessary for legal compliance, dispute resolution, or as required by law.
• Purge backup copies in accordance with our backup retention schedule (typically 90 days).

Deletion is permanent and cannot be reversed. We recommend exporting your data before requesting account deletion.

Intellectual Property Ownership

As between the parties, PsyFi owns the Services, software, and related IP, including updates and improvements. Feedback may be used to improve the Services without restriction, and does not create any obligation to Customer.

Warranties & Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY STATED, PSYFI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

Service Availability: While we strive to maintain high availability, we do not guarantee uninterrupted or error-free operation. The Services may be unavailable due to maintenance, updates, third-party service disruptions, or events beyond our control. We do not provide service level agreements (SLAs) unless separately agreed in writing.

AI Accuracy: AI-generated content may contain errors, inaccuracies, or inappropriate suggestions. We make no warranties regarding the accuracy, completeness, reliability, or suitability of AI Output for any purpose.

Third-Party Services: The Services rely on third-party providers (Azure OpenAI, Stripe, AWS, etc.). We are not responsible for the performance, availability, or failures of third-party services.

Data Loss: While we implement backup and recovery procedures, we are not liable for data loss. You are responsible for maintaining your own backups of critical information.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR UNPAID FEES OR A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY IS LIMITED TO THE AMOUNTS PAID OR PAYABLE FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Each party will defend and indemnify the other against third‑party claims arising from violations of law or these Terms, including infringement of third‑party rights. PsyFi will defend claims alleging that the Services infringe a U.S. IP right, and may procure the right to continue use, replace or modify the Services, or terminate the affected Services with a pro‑rata refund.

Confidentiality

Each party may receive Confidential Information of the other, which it will protect with reasonable care and use only as permitted by these Terms. PHI is treated as Confidential Information and safeguarded per the BAA.

Governing Law & Disputes

These Terms are governed by the laws of the State of North Carolina, excluding conflicts rules. The parties consent to the exclusive jurisdiction and venue of state and federal courts located in Wake County, North Carolina.

The parties agree to first attempt to resolve disputes informally; if unresolved after 30 days, either party may pursue claims in court. The parties waive class actions to the extent permitted by law.

Miscellaneous

• Entire Agreement. These Terms, any order, the Privacy Policy, and any executed BAA form the entire agreement.
• Amendments. We may update online terms with notice for material changes. Continued use after the effective date constitutes acceptance.
• Assignment. Neither party may assign without consent except to an affiliate or in connection with a merger or sale.
• Force Majeure. Neither party is liable for delays beyond reasonable control.
• Notices. Legal notices to PsyFi: legal@psyfitechnologies.com.

Contact

Questions about these Terms? Email legal@psyfitechnologies.com.