Terms Of Services

Last Updated: April 22, 2026

1. Definitions & Scope

“Application Services” means the provision of the OphirGrowth platform, including associated automation tools and proprietary materials. “Ordering Document” refers to the specific purchase order or enrollment form executed by the Client that references these Terms. “Authorized User” means any individual permitted by the Client to access the Infrastructure.

2. Authorization & License

Subject to the Client’s compliance with this Agreement, OphirGrowth grants a non-exclusive, non-transferable right to access the Application Services during the Term. This authorization is strictly for the Client’s internal business purposes at the locations identified in the Ordering Document.

3. Intellectual Property & "Ophir Materials"

OphirGrowth and its licensors retain exclusive ownership of all right, title, and interest in the Application Services, including all software, training materials, APIs, and aggregated anonymized data derived from the system’s use. No rights are granted to the Client other than those expressly set forth in the Ordering Document.

4. Usage Restrictions & AI Protections

Client shall not, and shall not permit others to: (i) modify or create derivative works of the platform; (ii) use Ophir Materials to build a competitive product or to train, test, or fine-tune any AI or machine-learning model; (iii) reverse-engineer or attempt to derive the source code of the infrastructure; or (iv) bypass any security device or protection.

5. SMS & Communication Compliance (A2P 10DLC)

Client warrants that all patient acquisition of data follows Data Protection Laws.

Mandatory Disclosure: Msg & data rates may apply.

Opt-out: All automated sequences must support STOP (to end) and HELP (for support) keywords.

Non-Disclosure: Mobile information will not be shared with third parties or affiliates for marketing or promotional purposes.

6. HIPAA & Data Processing (BAA)

OphirGrowth acts as a “Service Provider” and “Business Associate.” Both Parties shall comply with all applicable Data Protection Laws (HIPAA, CCPA). A formal Business Associate Addendum (BAA) is incorporated into this Agreement by reference for any Client providing Protected Health Information (PHI).

7. Customer Systems & Cooperation

Client is responsible for maintaining all information technology infrastructure (Customer Systems) required to access the Services, including high-speed internet and up-to-date browser software. OphirGrowth is not liable for any failure caused by the Client's delay in performing these maintenance obligations.

8. Fees, Taxes & Suspension

Payment: Client shall pay all Fees specified in the Ordering Document.

Suspension: OphirGrowth reserves the right to suspend Services, in whole or in part (including all sub-accounts), for any account where payment is due but remains unpaid. OphirGrowth shall not be liable to the Client or any third party for damages arising from such suspension.

Taxes: Fees are exclusive of any taxes, tariffs, or surcharges assessed by any governmental authority (excluding taxes on OphirGrowth’s income). Client is solely responsible for all such assessments.

9. Limitation of Liability

Except for indemnification obligations, in no event shall either Party be liable for consequential, incidental, or punitive damages. OphirGrowth’s aggregate liability for all losses arising from this Agreement shall not exceed the total Fees paid by the Client to OphirGrowth during the twelve (12) month period preceding the claim.

10. Term, Termination & Governing Law

The Term shall automatically renew for successive one-year periods unless either Party provides 30 days’ prior written notice of non-renewal. This Agreement is governed by the laws of the State of Delaware, and all disputes shall be resolved in the exclusive venue of the Delaware courts.

11. Changes to Terms We reserve the right to update these terms at any time. Your continued use of the site after updates are posted constitutes your acceptance of the new terms.