Membership Agreement

PLACEHOLDER DRAFT. This Membership Agreement has not yet been reviewed by counsel. It describes the intended terms in plain language and will be replaced by the final version before it takes effect for your practice.

1. Parties and scope

This Membership Agreement is between Kontoku, LLC doing business as Prescripta (Prescripta) and the practice identified at checkout (the Practice). It covers the Practice's subscription to the Prescripta platform, an all-in-one EHR for specialty and wellness practices, including online booking, patient portal, practice admin console, Quill AI, eRx, labs, eFax, payments, compounding pharmacy partner access, data migration, and support, as described in the plan selected at checkout.

2. Subscription and billing

The Practice subscribes to the plan selected at checkout. Fees are billed on the schedule shown for that plan. Payment processing fees and pharmacy orders follow the rates shown in the plan. The Practice may change plans from its account; a plan change in the same billing period is not charged twice.

3. Term and cancellation

The subscription continues until the Practice cancels or Prescripta ends it under this Agreement. The Practice may cancel from its account at any time; access continues through the end of the paid period unless otherwise stated in the plan.

4. Practice responsibilities

The Practice is responsible for the accuracy of the information it enters, for the clinical decisions its clinicians make, for the accounts it creates for its staff, and for keeping its login credentials secure. Quill AI provides drafts, summaries, flags, and recommendations only; every clinical decision remains with the licensed clinician.

5. Data and privacy

Protected health information is handled under the Business Associate Agreement accepted alongside this Agreement. Practice data is encrypted at rest and in transit and isolated per practice. Prescripta does not use practice or patient data to train any artificial intelligence model.

6. Availability and support

Prescripta provides support through the support desk in the Practice's account. Support priorities are graded by business impact as described on the platform. Prescripta may perform maintenance and will make reasonable efforts to give notice of planned downtime.

7. Limitations

Except as stated in this Agreement, the platform is provided as is. To the extent permitted by law, Prescripta's liability under this Agreement is limited to the fees paid by the Practice in the twelve months before the claim.

8. Changes to this Agreement

Prescripta may publish a new version of this Agreement. A new version applies to new orders and, for existing Practices, after notice. The version, date, and exact text the Practice accepted are recorded and available in the Practice's account.

9. Acceptance

By checking the acceptance box at checkout, the person placing the order confirms they are authorized to bind the Practice, has read this Agreement, and agrees to it. Prescripta records the version, the time, and the IP address of acceptance, keeps a copy of the exact text accepted, and emails that copy to the Practice.