Terms of Service

These Terms of Service ("Terms") are a binding agreement between Bespoke Therapist Software Utah LLC ("Bespoke," "we," "us," or "our") and the individual or entity that accesses or uses Privity (the "Services"). By accessing or using the Services, you ("you," "your," or "Customer") agree to these Terms. If you are accepting on behalf of a practice or other entity, you warrant and represent that you are authorized to bind that entity.

If you do not agree to these Terms, you may not use the Services.

These Terms incorporate by reference our Privacy Policy, which is incorporated into and accepted together with these Terms and requires no separate signature. Where applicable, a Business Associate Agreement ("BAA") between your practice and Bespoke governs Protected Health Information; the BAA is executed separately from these Terms. We record the date and time of your acceptance, the version of the document accepted, and the account that accepted it.

Privity is a documentation-assistance tool for licensed mental and behavioral health professionals. The Services allow a clinician to:

• submit a photograph of the clinician's own handwritten session notes, and/or an optional clinician voice memo, and receive a draft insurance/progress note;
• generate a draft treatment plan from intake materials; and
• generate a revised draft of an existing treatment plan from session notes.

Drafts are displayed to the clinician for review and are intended to be reviewed, edited, and copied by the clinician into the clinician's own electronic health record or practice-management system.

What the Services do not do. The Services do not record or transcribe live therapy sessions; do not persistently store images, audio, transcriptions, or generated text; do not claim ownership of, or any license to reuse, your inputs or outputs; and do not use your inputs or outputs to train any artificial intelligence model. Generated content exists in memory only for the duration of a single request and is then deleted.

The Services are intended solely for use by professionals who are properly trained, licensed, and authorized to provide mental or behavioral health services, or administrators acting on their behalf ("Licensed Professionals"). By using the Services, you certify that either (a) you are a duly qualified Licensed Professional with an active, unrestricted license authorized to practice in your jurisdiction, or (b) your use is limited to administrative functions on behalf of such a professional.

You understand and agree that:

• the Services are not a substitute for, and are not delivered in place of, the professional services of a Licensed Professional;
• Bespoke is not responsible or liable for any advice, course of treatment, diagnosis, or other service you provide to any patient, or for the accuracy, completeness, or suitability of any output of the Services; and
• you will not rely on the Services or any output of the Services as the basis for any clinical, diagnostic, or treatment decision (see § 9).

As a condition of access, you must provide your license type, license number, and state of licensure, and keep that information current. You warrant and represent that this information is accurate and that your license is active and unrestricted. We may verify your license status with the issuing authority at any time, and may suspend access if we are unable to confirm an active license.

You acknowledge that, as a healthcare provider, you may be subject to the Health Insurance Portability and Accountability Act ("HIPAA") and related federal and state law governing the protection of health information. To the extent you are a HIPAA covered entity (or a business associate) and your use of the Services causes Bespoke to create, receive, maintain, or transmit Protected Health Information on your behalf, the parties will execute a Business Associate Agreement, and that BAA governs the parties' respective obligations with respect to Protected Health Information. In the event of a conflict between the BAA and these Terms with respect to Protected Health Information, the BAA controls.

You agree to use the Services only for lawful purposes and only in connection with your provision of professional services. You are solely responsible for:

• reviewing every generated draft for clinical accuracy before relying on it, copying it into a patient record, or submitting it to any payer;
• ensuring that any content you submit and any output you use complies with applicable law and professional standards, including billing-integrity and documentation requirements applicable to insurance claims. You expressly represent and warrant that you will not submit, or cause to be submitted, to any payer any generated note that does not accurately reflect services actually rendered by you;
• maintaining the confidentiality of your account credentials and access; and
• applying the minimum-necessary standard to free-text fields and voice memos, and not submitting direct patient identifiers in those fields.

You must not: (a) attempt to use the Services to record or transcribe a live session; (b) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent applicable law expressly permits; (c) use the Services to build a competing product; (d) circumvent usage limits, rate limits, or access controls; (e) share access credentials; or (f) submit unlawful, infringing, or malicious content.

As between the parties, you retain all rights to the materials you submit and to the drafts the Services generate for you. Bespoke claims no ownership of, and takes no license to reuse, your inputs or outputs, except the limited, transient processing necessary to provide the Services to you during a single request. Bespoke does not use your inputs or outputs to train, fine-tune, or improve any artificial intelligence model, and does not create or retain de-identified data derived from your inputs or outputs.

7.1 Credits

The Services are funded by credits. Credit packs and any per-action credit costs are described at the point of purchase. Credits are refundable on request, prorated for the number of credits used: we refund the portion of the purchase price attributable to credits remaining unused at the time of your request, and credits already used are not refundable. Refunds are issued to the original payment method, and the refunded credits are removed from your balance.

7.2 Payments

Card payment is handled by a third-party payment processor (Stripe) on a hosted checkout page; card data is never collected or stored by Bespoke. Your purchase is also subject to the payment processor's own terms.

The Services generate draft documentation and suggestions to support a Licensed Professional. They are not a diagnostic tool and are not a substitute for the clinician's own professional judgment. You acknowledge and agree that:

• the outputs are suggestions for your consideration only, and you remain solely responsible for gathering and weighing all relevant clinical information and for every clinical, diagnostic, documentation, and treatment decision;
• you will not rely primarily on any output of the Services in making any clinical diagnosis or treatment decision, and you will independently review the basis for any suggestion before acting on it;
• the Services use large language models, which are imperfect and subject to error and "hallucination," meaning an output may be inaccurate, incomplete, or reference something that does not exist — including a suggested goal, modality, diagnosis-adjacent statement, code, or supporting detail; and
• the Services are not intended for use in emergencies or other time-pressured situations where the pressure to decide quickly increases the risk of over-reliance on automated output.

You agree to use the Services exclusively as a documentation and decision-support aid, subject to your own independent professional review.

11.1 Your indemnification of us. You agree to defend, indemnify, and hold harmless Bespoke from and against any third-party claim arising out of or relating to: (a) your use of the Services or any output; (b) your violation of these Terms or applicable law; (c) the inaccuracy, untimeliness, or incompleteness of any note, plan, or other document you create, submit, or rely on; or (d) your relationship and interactions with your patients.

11.2 Our indemnification of you. Bespoke will defend you against any third-party claim alleging that the Services, as provided by Bespoke and used in accordance with these Terms, infringe or misappropriate that third party's patent, copyright, trademark, or trade secret, and will indemnify you against damages and costs finally awarded against you or agreed in settlement by Bespoke for such a claim. This obligation does not apply to a claim arising from: (a) content you submit; (b) your use of the Services in violation of these Terms or applicable law; (c) modification of the Services by anyone other than Bespoke; or (d) combination of the Services with products or services not provided by Bespoke, where the claim would not have arisen but for the combination. To receive this defense and indemnity, you must promptly notify us of the claim, give us sole control of its defense and settlement, and provide reasonable cooperation. This section states our entire liability, and your exclusive remedy, for third-party intellectual-property claims.

These Terms apply for as long as you use the Services. Either party may terminate for material breach not cured within thirty (30) days of written notice. We may suspend or terminate access immediately in the event of actual or suspected unauthorized use, non-payment, or conduct that poses a risk to the Services or to Protected Health Information. Sections that by their nature should survive termination (including §§ 6, 8, 10, 11, and 13) survive.

Upon termination, your access ends. Because Bespoke does not retain Protected Health Information, there is no stored Protected Health Information to return or destroy; the BAA governs any related obligations.

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. Each party submits to the exclusive jurisdiction of the state and federal courts located in the State of Utah for any dispute arising out of or relating to these Terms or the Services, and waives any objection to venue in those courts or to an inconvenient-forum defense.

We may update these Terms from time to time. We will post the updated Terms and update the "Last Updated" date, and, where required by law, provide additional notice. Your continued use of the Services after an update takes effect constitutes acceptance of the updated Terms.

These Terms, together with the Privacy Policy and any applicable BAA, are the entire agreement between the parties regarding the Services and supersede prior agreements on the same subject. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, or sale of assets.