The straightforward version.

1. Agreement and Business Use Only

These Terms form a binding agreement between PTDASH LLC (“PTDASH,” “we,” “us” or “our”) and the business or organization purchasing or using PT-DASH (“Customer”). PT-DASH is offered only for business use in the United States and not for personal, family or household consumer use, and is not directed to persons outside the United States.

An individual accepting these Terms represents that the individual is at least 18 years old and has authority to bind the Customer. By clicking or checking an acceptance box, creating an account, purchasing a subscription, or using the Service after being presented with these Terms, Customer agrees to these Terms and to the Privacy Policy.

2. The Service

PT-DASH is a software-as-a-service platform that provides business analytics, operational intelligence, benchmarking and decision-support tools for outpatient rehabilitation and physical-therapy businesses. PT-DASH is not an EMR, clinical documentation system, medical device, billing company, law firm, accounting firm, tax adviser, insurance payer or provider of regulated professional advice.

3. Accounts and Authorized Users

Customer is responsible for the accuracy of account information, maintaining the confidentiality of credentials, determining which individuals are Authorized Users, assigning appropriate permissions, promptly removing access when no longer appropriate, and all use of the Service under Customer's account. PTDASH may reasonably rely on activity and instructions submitted through authenticated accounts.

4. Customer Data

“Customer Data” means identifiable information, files, records and content submitted, uploaded, entered, imported, connected or otherwise made available to PT-DASH by or on behalf of Customer, excluding PTDASH technology, PTDASH content, Derived Data, Aggregated Data and Benchmark Data.

As between the parties, Customer retains its rights, title and interest in identifiable Customer Data. Customer grants PTDASH and its authorized service providers a worldwide, non-exclusive, royalty-free license and right to host, store, reproduce, transmit, process, display, analyze, transform and otherwise use Customer Data as reasonably necessary to: provide, secure, support and maintain the Service; provide integrations and AI functionality requested by Customer; generate reports, analytics and decision-support outputs; develop, train, test and improve the Service and PTDASH's products, features, models, algorithms and AI functionality (including the Dash advisor); prevent fraud and abuse; enforce these Terms; comply with law; and create Aggregated Data, Derived Data and Benchmark Data as permitted below. Except as expressly permitted, PTDASH will use identifiable Customer Data solely to provide and support the Service and will not disclose identifiable Customer Data to other Customers; any use of data to develop, train or improve models, algorithms or AI features will be performed using Aggregated Data and de-identified data unless Customer separately consents in writing.

Customer represents and warrants that it has all rights, permissions, notices, consents and lawful authority necessary for PTDASH to process Customer Data as contemplated by these Terms.

5. Aggregated Data, Derived Data and Benchmark Data

“Derived Data” means statistics, calculations, metrics, classifications, trends, scores, insights, models or other information generated or derived from Customer Data or use of the Service. “Aggregated Data” means information combined or transformed so that it no longer reasonably identifies Customer or an individual. “Benchmark Data” means comparative datasets, benchmarks, market intelligence and performance ranges created from Aggregated Data, Derived Data or other lawful sources.

To the maximum extent permitted by law, PTDASH exclusively owns all right, title and interest, including all intellectual property rights, in Aggregated Data, Derived Data and Benchmark Data, and may retain, use, combine, analyze, publish, license, sell, distribute, commercialize, transfer and otherwise exploit such information, during and after the term, for analytics, benchmarking, research, product and AI development, proprietary scoring and modeling, service improvement, business intelligence, market analysis and other lawful business purposes, provided PTDASH does not disclose such information in a form that reasonably identifies Customer or an individual. To the extent any right, title or interest in Derived Data vests in Customer by operation of law, Customer hereby irrevocably assigns it to PTDASH.

With respect to any such information derived from personal information, PTDASH takes reasonable measures designed to ensure that Aggregated Data and de-identified information cannot reasonably be linked to a Customer or an individual, publicly commits to maintain and use it only in aggregated or de-identified form and not to attempt to re-identify it (except solely to test the sufficiency of de-identification), and contractually requires any recipient of such information to comply with the same, consistent with Cal. Civ. Code § 1798.140 and analogous law.

Customer acknowledges that PTDASH's ability to create and commercialize benchmarking and operational intelligence from de-identified and aggregated information is a material part of the Service and PTDASH's business model. PTDASH's rights under this Section survive termination or expiration.

6. Roles Under Privacy Laws

To the extent PTDASH processes Personal Data on Customer's behalf and applicable privacy law characterizes PTDASH as a “processor” or “service provider,” PTDASH will, for so long and to the extent it is so characterized: process such Personal Data only to provide the Service and for the permitted business purposes described in these Terms and the Privacy Policy; not “sell” or “share” such Personal Data as those terms are defined by applicable law; not retain, use or disclose such Personal Data outside the direct business relationship or for any purpose other than those specified, except to create Aggregated Data, Derived Data and de-identified data as permitted by these Terms and applicable law; and provide reasonable assistance to Customer's compliance obligations as required by applicable law. A data processing addendum is available on request.

7. Reports, Outputs and Feedback

Subject to these Terms, Customer may use reports and outputs generated specifically for Customer through the Service for Customer's internal business purposes. PTDASH retains all rights in the underlying software, templates, methodologies, calculations, benchmark datasets, prompts, workflows and PTDASH intellectual property used to generate those reports or outputs.

If Customer or an Authorized User provides suggestions, ideas, enhancement requests or other feedback, Customer hereby irrevocably assigns to PTDASH all right, title and interest in and to that feedback, and PTDASH may use, disclose, reproduce, license and otherwise exploit it for any purpose without restriction, attribution or compensation.

8. Protected Health Information; No Business-Associate Relationship

Nature of the Service. The Service is a business-intelligence and operating-decision-support platform for the business, financial, operational, staffing and compensation data of outpatient physical-therapy practices. The Service is not designed, intended or offered for the submission, storage or processing of protected health information or other individually identifiable patient health information, and does not require any such data to function.

Prohibition on Regulated Health Data. Customer and Authorized Users must not submit, upload, enter, paste, transmit, import, connect or otherwise provide to the Service any (a) “protected health information” or “electronic protected health information” as defined at 45 CFR 160.103 (“PHI”), (b) “consumer health data” or similar individually identifiable health information regulated under state laws including the Washington My Health My Data Act, the Nevada Consumer Health Data Privacy law, the Connecticut Data Privacy Act and comparable laws, or (c) any other individually identifiable patient medical or health information (collectively, “Regulated Health Data”). Customer must de-identify or remove all Regulated Health Data before submitting any data to the Service.

Customer Representation and Warranty. Customer represents, warrants and covenants that (a) it will not submit Regulated Health Data to the Service; (b) it has implemented and will maintain reasonable administrative, technical and organizational measures — including workforce training and, where applicable, de-identification — to prevent Regulated Health Data from being submitted; and (c) it has all rights and authority necessary to submit the data it provides.

No Business-Associate Relationship. The parties acknowledge and agree that, because the Service does not create, receive, maintain or transmit PHI on Customer's behalf to carry out a function regulated by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), PTDASH is not a “business associate” within the meaning of 45 CFR 160.103. PTDASH does not enter into, and is not obligated to enter into, a Business Associate Agreement for the standard Service, and no provision of these Terms creates a business-associate relationship. Any PHI or Regulated Health Data submitted in violation of this Section is unsolicited and incidental, is not received or maintained by PTDASH on Customer's behalf, and shall not, by itself, cause PTDASH to become a business associate.

Detection and Remediation (No Guarantee). PTDASH may, in its sole discretion and without obligation, deploy automated or manual measures to detect, flag, filter, block, quarantine, redact, delete or return content that appears to contain Regulated Health Data. Any such measures are provided on an “AS-IS,” best-efforts basis, are not guaranteed to detect or prevent all Regulated Health Data, and create no warranty or duty on the part of PTDASH. Upon becoming aware that Regulated Health Data has been submitted, PTDASH may, without liability, quarantine, redact, delete or return the data, preserve only information legally required to be retained, and suspend, restrict or terminate the applicable account, integration or access. As between the parties, Customer is solely responsible for determining and satisfying any notification, reporting, remediation or other legal obligation (including any breach-notification obligation under HIPAA or applicable state law) arising from Regulated Health Data it submits.

Conditional Good-Faith Fallback. If, notwithstanding the foregoing and contrary to the parties' intent, a court or regulator of competent jurisdiction determines that PTDASH is a business associate or that a business-associate relationship exists as to specific data, then (a) the parties will negotiate and execute a Business Associate Agreement in good faith limited to that data; (b) pending execution, PTDASH will handle such PHI consistent with the applicable requirements of HIPAA; and (c) nothing in this Section relieves Customer of responsibility for having submitted the data in breach of these Terms. This Section is the parties' sole and limited accommodation and is not an admission that PTDASH is or was a business associate.

9. Dash AI and Automated Decision Support

Dash AI and other automated features may generate content using artificial intelligence or statistical systems. Outputs may be incomplete, inaccurate, outdated or inappropriate for a particular Customer. Customer is responsible for reviewing outputs and deciding whether and how to act on them; a qualified human should review any output before Customer relies on it.

PT-DASH outputs do not constitute medical or clinical advice, legal advice, tax advice, accounting advice, employment or human-resources advice, coding or billing advice, payer or reimbursement guarantees, investment advice, or other regulated professional advice. Customer should obtain qualified professional advice when appropriate.

PTDASH does not guarantee any financial result, reimbursement level, payer decision, regulatory outcome, staffing result, compliance status, profitability, revenue increase, cost reduction or other business outcome.

10. Third-Party Services and Integrations

Customer may authorize PT-DASH to connect with third-party services such as QuickBooks Online. Customer authorizes PTDASH to access and process information within the scope of the permissions granted by Customer and is responsible for having authority to grant that access.

Third-party services are controlled by their providers and may be subject to separate terms, fees, availability and privacy practices. PTDASH is not responsible for third-party services or for changes, outages, errors or data supplied by them. When a supported integration is disconnected, PTDASH will use the provider-supported mechanism to stop future access and revoke or invalidate stored authorization credentials where technically supported. Disconnection does not necessarily delete data previously imported into PT-DASH.

11. Acceptable Use

Customer and Authorized Users may not: use the Service unlawfully; submit Regulated Health Data or other prohibited information; infringe or misappropriate third-party rights; introduce malicious code; interfere with or circumvent security; probe or test the Service without authorization; scrape or harvest PTDASH proprietary content except as expressly permitted; reverse engineer the Service except where law prohibits such restriction; resell or sublicense the Service without written permission; use PTDASH proprietary content, Benchmark Data or non-public features to create, train or improve a competing product or to benchmark against PT-DASH; or use the Service in a manner that materially burdens or disrupts PTDASH systems. PTDASH may set and enforce reasonable usage, rate and volume limits (including on AI and integration usage) to protect the Service and other Customers, and may throttle or suspend usage that exceeds them.

12. Beta and Preview Features

PTDASH may offer features identified as beta, preview, evaluation or early-access (“Beta Features”). Beta Features are provided “AS IS,” without warranty, support or service-level commitment, may be changed or withdrawn at any time, and may be subject to additional terms. Customer uses Beta Features at its own risk, and PTDASH has no liability arising from them.

13. PTDASH Intellectual Property

PTDASH and its licensors retain all rights, title and interest in the Service, software, interfaces, designs, workflows, documentation, algorithms, formulas, prompts, configurations, methodologies, templates, benchmark datasets, trademarks, content and other PTDASH technology or intellectual property, including improvements, modifications and derivative works.

Subject to Customer's compliance with these Terms and payment of applicable fees, PTDASH grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Service for Customer's internal business purposes during the subscription term.

14. Publicity and References

PTDASH may identify Customer as a customer and use Customer's name and logo to refer to Customer as a customer of the Service on PTDASH's website and in marketing materials, consistent with any Customer branding guidelines provided to PTDASH. Customer may opt out of this use at any time by written notice to hello@ptdash.com, after which PTDASH will stop the reference use within a reasonable period.

15. Fees, Billing and Taxes

Customer agrees to pay the fees, taxes and charges presented at purchase or in an applicable order form. Customer authorizes PTDASH and its payment processor to charge the selected payment method for recurring subscription fees and applicable charges. Unless otherwise stated, fees are quoted exclusive of taxes and Customer is responsible for applicable sales, use or similar taxes other than taxes based on PTDASH's net income. Failed or past-due payments may result in suspension of the Service. PTDASH may change subscription pricing for a future renewal period by providing reasonable advance notice; a price change will not retroactively increase fees for a period already paid.

16. Subscription Renewal and Cancellation

Unless otherwise stated at purchase, subscriptions renew automatically for successive billing periods until cancelled. The recurring price, billing frequency, automatic-renewal nature and cancellation method are disclosed at the point of purchase before Customer completes the transaction. Customer may cancel an open-ended monthly subscription at any time through available account controls or by sending a clear cancellation request to PTDASH; cancellation prevents the next renewal, and access continues through the end of the then-current paid billing period.

Except where required by law or expressly agreed in writing, fees already paid are non-refundable and PTDASH does not provide prorated refunds for partially used billing periods. If PTDASH offers a free trial, the trial length, any automatic conversion to paid service and the applicable cancellation deadline will be clearly and conspicuously disclosed before enrollment.

17. Suspension and Termination

PTDASH may suspend or terminate access for nonpayment, material breach, unlawful use, security risk, misuse of the Service, repeated submission of prohibited data, or other cause reasonably necessary to protect PTDASH, Customers or third parties. Where practicable, PTDASH may provide notice and an opportunity to cure before termination, but may act immediately where necessary for security, legal compliance or prevention of harm.

18. Data After Termination

Following termination or expiration, PTDASH may disable Customer access. Where technically available, Customer should export Customer Data it wishes to retain before termination, and PTDASH will make a reasonable post-termination export opportunity available for a limited period (generally at least 30 days) at its discretion or as otherwise agreed. PTDASH may thereafter delete or retain identifiable Customer Data in accordance with the Privacy Policy, backup cycles, legal requirements, security needs, dispute-resolution needs and legitimate business recordkeeping. PTDASH may retain and continue to use Aggregated Data, Derived Data and Benchmark Data in accordance with these Terms.

19. Confidentiality

Each party may receive non-public business, technical or financial information of the other that reasonably should be understood to be confidential. Each party will use reasonable care to protect the other's Confidential Information and will use it only as necessary to provide or receive the Service, exercise rights under these Terms, or as otherwise authorized. Confidential Information does not include information that is publicly available through no breach, lawfully known without restriction, independently developed without use of the other party's Confidential Information, or lawfully received from a third party without confidentiality obligation. PTDASH may disclose Confidential Information to personnel, contractors, service providers, professional advisers, financing sources or transaction counterparties who have a need to know and are subject to appropriate confidentiality obligations, and as required by law.

20. Security

PTDASH will maintain reasonable administrative, technical and organizational safeguards appropriate to the nature of the Service and information processed. Customer acknowledges that no Internet-based service can guarantee absolute security. Customer is responsible for credential security, Authorized User management, endpoint security and lawful handling of information before it is submitted to PT-DASH.

21. Security Incident Notification

If PTDASH confirms a security incident that compromises the security, confidentiality or integrity of Customer Data, PTDASH will notify affected Customers without undue delay and as required by applicable law, will provide information reasonably available about the incident, and will cooperate reasonably with Customer's related legal obligations. Any such notice is not, and will not be construed as, an acknowledgment of fault or liability by PTDASH.

22. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PTDASH DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY AND RESULTS. PTDASH DOES NOT WARRANT THAT THE SERVICE, ANY THIRD-PARTY DATA, BENCHMARK, ANALYSIS, AI OUTPUT OR RECOMMENDATION WILL BE COMPLETE, CURRENT, ERROR-FREE, SECURE, UNINTERRUPTED OR SUITABLE FOR CUSTOMER'S PARTICULAR PURPOSE.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PTDASH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE OR DATA, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PTDASH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO PTDASH FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, and if any exclusion or limitation in this Section is held unenforceable, the remaining limitations will apply and PTDASH's liability will be limited to the maximum extent permitted by law.

24. Indemnification

Customer agrees to defend, indemnify and hold harmless PTDASH and its affiliates, officers, directors, employees and agents from third-party claims, and from investigations, fines, penalties, liabilities, damages, losses and reasonable legal fees (including breach-notification and remediation costs), arising from Customer's or its Authorized Users' unlawful use of the Service, breach of these Terms, infringement of third-party rights, lack of authority to provide Customer Data, or submission of Regulated Health Data or other prohibited information, except to the extent caused by PTDASH's conduct for which indemnification may not lawfully be required. Customer's obligations for its submission of Regulated Health Data are in addition to, and not limited by, the limitations of liability in these Terms.

25. Service Changes and Force Majeure

PTDASH may modify, update, add or remove Service features and may temporarily interrupt the Service for maintenance, security, updates or operational reasons. PTDASH will not be liable for delay or failure caused by events beyond its reasonable control, including Internet or infrastructure failures, third-party service outages, natural disasters, labor disputes, governmental actions, war, terrorism or other force-majeure events.

26. Business Transfers and Assignment

Customer may not assign these Terms without PTDASH's prior written consent. PTDASH may assign or transfer these Terms, in whole or in part, and may transfer, sell or license Customer Data, Aggregated Data, Derived Data and Benchmark Data, without consent, to an affiliate or in connection with a financing, merger, acquisition, corporate reorganization, sale of assets, sale of the business, change of control or similar transaction. A permitted successor may receive and exercise PTDASH's contractual rights, intellectual property, databases, Customer relationships, Aggregated Data, Derived Data, Benchmark Data and other assets transferred in the transaction, subject to applicable law and the continuing contractual restrictions applicable to identifiable Customer Data. Where required by applicable data-protection law, PTDASH and the successor will enter into or novate necessary data-processing terms so processing may continue without interruption.

27. Copyright and DMCA

PTDASH respects intellectual property rights. If you believe content available through the Service infringes your copyright, send a notice with the information required by 17 U.S.C. § 512(c)(3) to hello@ptdash.com. PTDASH may remove allegedly infringing content and terminate repeat infringers in appropriate circumstances.

28. Export and Sanctions Compliance

Customer may not use the Service in violation of applicable export-control, sanctions or trade laws and represents that neither Customer nor its Authorized Users are subject to, or located in a jurisdiction subject to, sanctions that would prohibit use of the Service, and are not on any government denied-, restricted- or blocked-party list.

29. Governing Law and Venue

These Terms are governed by the laws of the State of Montana, United States, without regard to conflict-of-law principles. To the maximum extent permitted by law, any dispute arising out of or relating to these Terms or the Service that is not subject to binding arbitration under Section 30 (including an Excluded Claim, or if the arbitration agreement is held unenforceable) will be brought in a state or federal court having jurisdiction in or over the county in Montana where PTDASH is based, and each party consents to that jurisdiction and venue.

30. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Informal resolution. Before initiating arbitration or litigation, the parties will attempt in good faith to resolve any dispute informally. A party may begin this process by sending a written description of the dispute to hello@ptdash.com (and PTDASH by notice to the Customer's account contact). The parties will confer for at least 30 days before commencing a formal proceeding. This requirement does not apply to a request for the injunctive or equitable relief described below.

Binding individual arbitration. Except for the Excluded Claims below, any dispute, claim or controversy arising out of or relating to these Terms, the Service, or the relationship between the parties — including the formation, interpretation, breach, termination, validity or enforceability of these Terms — that is not resolved informally will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. This arbitration agreement is governed by the Federal Arbitration Act. The arbitration will be seated in the county in Montana where PTDASH is based, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability or formation of this arbitration agreement.

Class-action waiver. Each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative or private-attorney-general proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any form of class or representative proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in the courts identified in Section 29, while all other claims remain in arbitration.

Excluded Claims. The following are not subject to mandatory arbitration: (i) claims that may be brought in a small-claims court with jurisdiction, so long as the matter remains an individual, non-class proceeding; and (ii) claims for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party's intellectual property or Confidential Information, or to protect the security or integrity of the Service, which either party may bring in the courts identified in Section 29. Seeking relief for an Excluded Claim does not waive the right to arbitrate any other claim.

Right to opt out. Customer may opt out of this arbitration and class-action-waiver provision by sending written notice to hello@ptdash.com within 30 days after first accepting these Terms, stating Customer's name and intent to opt out. Opting out does not affect any other provision of these Terms.

Costs. The costs of arbitration will be allocated under the applicable AAA rules, and each party is responsible for its own attorneys' fees except where an applicable statute or the arbitrator's award provides otherwise.

31. Miscellaneous

These Terms, the Privacy Policy, any applicable order form and any written terms expressly incorporated by reference constitute the entire agreement regarding the Service. If there is a conflict, a signed order form controls over these Terms as to its subject matter, and these Terms control over the Privacy Policy as to contractual rights and obligations. The parties are independent contractors, and these Terms create no agency, partnership, joint venture or employment relationship. If a provision is held unenforceable, the remaining provisions remain in effect and the invalid provision will be enforced to the maximum extent permitted. Failure to enforce a provision is not a waiver. Headings are for convenience only. Provisions that by their nature should survive termination will survive, including provisions concerning fees owed, intellectual property, Customer Data licenses to the extent needed for retained information, Aggregated Data, Derived Data, Benchmark Data, confidentiality, disclaimers, limitations of liability, indemnification, governing law and dispute resolution.

32. Definitions

“Authorized User” means an individual Customer permits to access the Service. “Customer” means the business or organization purchasing or using PT-DASH. “Service” means PT-DASH and related features and services. “User” means an individual accessing the Service on Customer's behalf. Capitalized terms not defined here have the meaning given in the Privacy Policy.