Terms of Service

Effective Date: 07/07/2026  ·  Last Updated: 07/08/2026

1. Acceptance of These Terms

These Terms of Service (“Terms”) are a binding agreement between Harrison Oakes and Musa Rahim, a general partnership doing business as Suvayo (“Suvayo,” “we,” “us,” or “our”) and the healthcare practice, clinic, or other organization that registers for or uses the Service (“Customer,” “you,” or “your”).

By creating an account, clicking “I agree,” signing an Order Form that references these Terms, or using the Service, you accept these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Service.

If you and we have signed a separate written agreement (such as a Master Services Agreement or Order Form), that signed agreement controls over these Terms to the extent they conflict.

2. Description of the Service

Suvayo is a cloud-based platform for healthcare practices that provides employee/staff scheduling and business tools, including reporting features built on data the practice authorizes us to read from its Google Drive and QuickBooks accounts (the “Service”). Files imported from Google Drive may also be analyzed using a third-party AI model to help extract and organize information as part of the Service’s intake and scheduling workflows (see Section 10). The Service does not connect to any electronic health record (EHR) system and does not access, receive, or process Protected Health Information (“PHI”).

The Service is a practice-management tool for use by healthcare organizations and their authorized staff. It is not intended for direct use by patients, has no patient-facing features, and is not a medical device and does not provide medical advice, diagnosis, or treatment recommendations. You and your clinicians remain solely responsible for all clinical and billing decisions.

3. Beta / Pre-Production Features

Portions of the Service may be offered on a pilot, beta, or pre-production basis (“Beta Features”). Beta Features: (a) are provided “AS IS” without warranties of any kind; and (b) may be changed or discontinued at any time. Beta Features do not process PHI, consistent with Section 5.

4. Accounts, Eligibility, and Registration

• Eligibility. The Service is available only to legally formed organizations and their authorized personnel. Each individual user must be at least 18 years old and authorized by the Customer.
• Registration. You must provide accurate, current, and complete registration information and keep it up to date.
• Credentials. You are responsible for maintaining the confidentiality of login credentials and for all activity under your account, including activity by your staff (“Authorized Users”). Credentials may not be shared. Notify us immediately at musa@suvayo.ai of any suspected unauthorized access.
• Your responsibility for Authorized Users. You are responsible for your Authorized Users’ compliance with these Terms.

5. No PHI; HIPAA

• The Service does not process PHI. Suvayo schedules a practice’s employees and reads business data from the practice’s connected Google Drive and QuickBooks accounts, as described in Section 2. It does not connect to any EHR system, and we do not act as your HIPAA Business Associate with respect to your use of the Service.
• Do not submit PHI to the Service. You must not submit, upload, or transmit any Protected Health Information (“PHI”) to the Service. The Service is not designed or approved to receive PHI, and we have no Business Associate Agreement (“BAA”) in place with you or any vendor, because none is needed for the Service as currently offered.
• Your obligations. You remain solely responsible for complying with HIPAA and other applicable law in your own operations, including obtaining any patient consents required for your practice’s own use of patient records outside this Service.
• If this changes. If we ever add a feature that processes PHI, we will notify Customers, update these Terms and our Privacy Policy, and put a BAA in place with each relevant Customer and vendor before that feature is used with real PHI.

6. Acceptable Use

You agree not to, and not to permit anyone to:

• use the Service in violation of any law, including HIPAA, the FTC Act, or state privacy laws;
• submit PHI or any patient health information to the Service in violation of Section 5, or submit data you do not have the right to submit;
• use the Service to make automated clinical decisions without appropriate human review;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measures (except pursuant to a written agreement with us);
• interfere with or disrupt the Service, or attempt to gain unauthorized access to it or to other customers’ data;
• reverse engineer, decompile, or copy the Service, or access it to build a competing product;
• resell, sublicense, or provide the Service to third parties except to your Authorized Users;
• upload malicious code; or
• use the Service to send spam or unlawful communications.

We may suspend access immediately if we reasonably believe your use threatens the security, integrity, or availability of the Service or violates law or these Terms. Where practicable, we will give notice and an opportunity to cure.

7. Subscriptions, Fees, and Billing

• Fees. You agree to pay the fees stated on your Order Form or at sign-up. Fees are stated in U.S. dollars and are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income.
• Billing cycle and renewal. Subscriptions bill on a recurring basis and renew automatically unless canceled before the end of the then-current term.
• Payment processing. Suvayo does not currently process credit card or other payment card information within the Service; billing is invoiced and payment is handled outside the app. If in-app payment processing is added in the future, we will update these Terms and our Privacy Policy to identify the payment processor before that feature is used.
• Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service for accounts more than 30 days past due after notice.
• Price changes. We may change fees effective upon your next renewal term with at least 30 days’ prior notice.
• No refunds. Except where required by law or expressly stated otherwise, fees are non-refundable.

8. Customer Data; License to Us

• You own your data. As between you and us, you retain all rights in the data you or your Authorized Users submit to the Service or authorize us to read from your connected Google Drive or QuickBooks accounts, including practice business, scheduling, and financial data (“Customer Data”). Customer Data does not include PHI, which must not be submitted to the Service (Section 5).
• License. You grant us a limited license to host, process, transmit, and display Customer Data solely to provide and support the Service, comply with law, and as otherwise permitted by these Terms. This includes processing Customer Data through third-party service providers we use to operate the Service, including AI-based analysis tools, as described in Section 10 and our Privacy Policy.
• De-identified and aggregate data. We may create and use de-identified and/or aggregated data derived from use of the Service to operate, improve, and benchmark the Service, provided such data does not identify you or your Authorized Users.
• Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for maintaining your own backups of source records in your Google Drive, QuickBooks, or other systems of record.

9. Intellectual Property

The Service, including all software, interfaces, designs, documentation, and analytics methodologies, is owned by us or our licensors and is protected by intellectual property laws. Except for the limited right to use the Service under these Terms, no rights are granted to you. If you provide feedback or suggestions, we may use them without restriction or compensation. Third-party marks (including Google Drive, QuickBooks, and Anthropic/Claude) belong to their respective owners, and use of those marks does not imply endorsement.

10. Third-Party Services and Integrations

The Service interoperates with third-party products, including Google Drive and QuickBooks, and other subprocessors identified in our Privacy Policy. We are not responsible for third-party products, their availability, or their data practices. Your use of a third-party product is governed by your agreement with that third party. You are responsible for ensuring you have the right to connect the Service to your Google Drive and QuickBooks accounts and for the accuracy of the underlying data in those accounts. Specifically:

• Google Drive. Our access is limited to files you or your staff explicitly select through a file-picker interface (Google’s drive.file scope). We do not have blanket access to your organization’s entire Drive.
• QuickBooks. Our access reads expense-related data from your connected QuickBooks account — specifically vendor bills, purchases, and expense transactions — for the purpose of billing reconciliation and reporting. We use the com.intuit.quickbooks.accounting scope, which is currently the only scope Intuit’s QuickBooks Online API offers for accounting data (Intuit does not provide a narrower, expense-only, or strictly read-only scope). While this scope technically permits read and write access, our app issues only read (GET) requests and does not create, modify, or delete data in your QuickBooks account.
• AI-assisted document analysis. Files imported through the Google Drive file-picker (and other documents you provide to the Service) may be analyzed using Anthropic’s Claude AI models to extract, categorize, or summarize information as part of the Service’s intake and scheduling workflows. This analysis is used only to power that feature. Under Anthropic’s commercial API terms, data submitted through the API is not used to train Anthropic’s models by default.

11. Confidentiality

Each party may receive non-public information of the other party (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and contractors bound by comparable obligations, or as required by law (with notice where legally permitted).

12. Disclaimers of Warranty

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA (INCLUDING ANALYTICS, SCHEDULING, BILLING, OR AI-ASSISTED ANALYSIS OUTPUTS) WILL BE ACCURATE OR COMPLETE. THE SERVICE DOES NOT PROVIDE MEDICAL, LEGAL, CODING, OR BILLING-COMPLIANCE ADVICE, AND OUTPUTS MUST BE INDEPENDENTLY VERIFIED BY QUALIFIED PROFESSIONALS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

THE ABOVE LIMITS DO NOT APPLY TO: (i) YOUR PAYMENT OBLIGATIONS; (ii) A PARTY’S INDEMNIFICATION OBLIGATIONS; (iii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (iv) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

14. Indemnification

• By you. You will defend and indemnify us against third-party claims arising from: (a) Customer Data or your use of the Service in violation of these Terms or law, including any submission of PHI in violation of Section 5; or (b) your provision of healthcare services or billing to patients or payors.
• By us. We will defend and indemnify you against third-party claims alleging that the Service, as provided by us and used as permitted, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret. If such a claim arises, we may modify or replace the Service or, if those options are not commercially reasonable, terminate the affected Service and refund prepaid unused fees. This section states our entire liability for infringement claims.
• Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense (without settling in a way that admits the indemnified party’s fault or imposes obligations on it without consent), and reasonably cooperate.

15. Term, Termination, and Suspension

• Term. These Terms apply from your first acceptance or use and continue until your subscription ends or these Terms are terminated.
• Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice (or immediately for a breach incapable of cure, including a violation of Section 5 or 6).
• Termination for convenience. You may cancel your subscription effective at the end of the current billing term.
• Effect of termination. Upon termination: your right to use the Service ends; fees owed become due; and, upon written request made within 30 days after termination, we will make Customer Data available for export in a commonly used format. Thereafter we will delete or de-identify Customer Data within 90 days, except as retained under our backup cycles or legal requirements.
• Survival. Sections that by their nature should survive (including payment, IP, confidentiality, disclaimers, liability limits, indemnities, and dispute resolution) survive termination.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service will be resolved in the state or federal courts located in Utah County, Utah, and each party consents to the personal jurisdiction of those courts.

17. Changes to the Service or These Terms

We may modify the Service, provided we do not materially reduce its core functionality during a paid term. We may update these Terms from time to time; for material changes we will give at least 30 days’ notice (by email to your account administrator and/or in-product notice). Changes take effect at the start of your next renewal term unless required earlier by law. If you do not agree to a material change, you may terminate at the end of your current term. Continued use after the effective date constitutes acceptance.

18. General

• Notices. Legal notices to us must be sent to 3660 Summit Dr., Pocatello, ID 83201, and musa@suvayo.ai. We may send notices to your account email.
• Assignment. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Export and legal compliance. You will comply with applicable export-control and sanctions laws.
• Entire agreement; severability; waiver. These Terms (with the Privacy Policy and any Order Form) are the entire agreement regarding the Service. If a provision is unenforceable, the remainder stays in effect. A failure to enforce is not a waiver.

19. Contact

Harrison Oakes and Musa Rahim, d/b/a Suvayo
3660 Summit Dr.
Pocatello, ID 83201
Email: musa@suvayo.ai