MedAstrix Terms of Service

These Terms of Service ("Terms") govern access to and use of the MedAstrix platform — the websites, dashboard, online forms, scheduling, messaging and AI-assisted services (together, the "Services") provided by Astrix ("MedAstrix," "we," "us"). By using the Services you agree to these Terms. If you do not agree, do not use the Services.

They apply to three kinds of people, and say which parts apply to whom:

• Clinics — healthcare practices that subscribe to MedAstrix (Sections 1–3, 5–14).
• Staff — the people a clinic authorises to use its MedAstrix account (Sections 1–3, 5, 7–14).
• Patients and visitors — people who complete a clinic's online form or receive messages sent through the Services (Sections 1, 4, 7–14).

You must be at least 18 to hold a MedAstrix account. If you use the Services on behalf of a clinic, you represent that you are authorised to bind it to these Terms. Account holders must keep their credentials confidential, use multi-factor authentication where offered, and tell us promptly if they suspect unauthorised access.

By creating an account you consent to receive electronic communications from us about it — security notices, changes to these Terms, billing — and agree that they satisfy any requirement that such notices be in writing.

When a clinic uses the Services to collect, store or process protected health information, MedAstrix acts as the clinic's business associate under HIPAA. That relationship is governed by the Business Associate Agreement the clinic signs at onboarding, which controls over these Terms for anything concerning protected health information. The Services do not process protected health information for a clinic that has not signed one.

The clinic remains the covered entity. It is responsible for its Notice of Privacy Practices, for the lawfulness of the information it collects, and for how it uses that information in the course of care.

This section applies to text messages and phone calls sent through the Services by a clinic (a "Sender") to a person who has provided their mobile number and consented to receive them — for example by ticking a consent on a clinic's online form. If you opted in, these terms apply to you.

• Program description. The Services let a clinic send informational and transactional messages — appointment reminders, scheduling, care information and responses to your enquiries — to people who have consented, and, only where a person has separately opted in, promotional messages. Messages may be sent using automated means.
• Opt out. You can stop at any time. Reply STOP to any message from a clinic. You will receive one confirmation message and then no further messages from that clinic unless you opt in again.
• Help. Reply HELP for assistance, or contact the clinic that messaged you directly.
• Message frequency and rates. Message frequency varies depending on your interactions with the clinic. Message and data rates may apply. Questions about your plan are best directed to your wireless provider.
• Not a condition of anything. Consent to receive messages is not a condition of receiving treatment or of any purchase.
• Carrier liability. Carriers are not liable for delayed or undelivered messages.
• Your number and consent are not shared. Your mobile number and your opt-in consent are not sold, rented or shared with any third party for its marketing purposes, and are used only to deliver the messages you consented to. See our Privacy Policy.

Clinics and staff using the Services will not:

• Send any message to a person who has not consented to receive it, or continue to message a person who has opted out.
• Upload or collect information you do not have a lawful basis to collect, or use the Services in a way that would cause MedAstrix to violate any law.
• Access another clinic's data, attempt to bypass access controls, probe or reverse-engineer the Services, or use automated tools to extract data from them.
• Use the Services for harassment, impersonation, fraud, or any unlawful or discriminatory purpose.

A clinic is responsible for meeting the notice and consent obligations that apply to its own communications with its own patients, in the jurisdictions where they live. The Services record consents to help with this; the clinic remains responsible for them. We may suspend a clinic's messaging if we have reason to believe it is being used to send unsolicited messages.

Clinics subscribe to the Services on the plan they select. Subscriptions renew automatically until cancelled. Cancellation takes effect at the end of the current billing period; fees already incurred remain payable. Usage-based charges (for example, per-minute voice-agent usage) are billed as described in the plan. By providing a payment method you authorise us, or our payment processor, to charge it for the amounts due.

The Services, and the software, designs, text and other content that make them up, are owned by or licensed to MedAstrix. Clinics receive a limited, non-exclusive, non-transferable licence to use the Services for their practice. A clinic retains all rights in the content it uploads and the information it collects, and grants MedAstrix the licence needed to provide the Services to it.

The Services are provided "as is" and "as available." To the fullest extent permitted by law we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. The Services support clinical practice; they do not provide medical advice, diagnosis or treatment, and every clinical decision remains the responsibility of the treating provider. AI-assisted features produce drafts and suggestions for a licensed professional to review — nothing they produce is clinical documentation until a provider has reviewed and signed it.

To the fullest extent permitted by law, MedAstrix will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits or data, arising out of or relating to these Terms or the Services. Our total liability for any claim relating to the Services is limited to the amount the clinic paid us for the Services in the twelve months before the claim arose. Nothing in this section limits liability that cannot be limited under applicable law, including for gross negligence, fraud or wilful misconduct, or any obligation under a signed Business Associate Agreement.

A clinic will indemnify and hold harmless MedAstrix and its officers, employees and agents from claims, damages and costs (including reasonable legal fees) arising from the clinic's use of the Services in breach of these Terms, its violation of law, or its infringement of another person's rights.

A clinic may cancel at any time as described in Section 6. We may suspend or terminate access for breach of these Terms, for use that creates legal or security risk, or where required by law, with notice where practicable. On termination, a clinic's data is handled as described in its Business Associate Agreement and our Privacy Policy.

These Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. Any dispute arising out of these Terms or the Services will be brought in the state or federal courts located in Wayne County, Michigan, and the parties consent to their jurisdiction. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction.

We may update these Terms. When we do, we will post the updated Terms here and update the date at the top, and where the change is material we will notify account holders by email or through the Services. Continued use after the effective date of a change constitutes acceptance of it.

Questions about these Terms: legal@medastrix.com.