Terms of Service

1. Definitions

As used in these Terms of Service (this "Agreement"), the following terms shall have the meanings set forth below:

• "Acceptable Use Policy" means the BusyBook Acceptable Use Policy available at acceptable-use-policy, as may be updated from time to time.
• "Account" means the account created by Subscriber to access and use the Services.
• "AI Features" means features of the Platform powered by artificial intelligence, machine learning, or large language models, including but not limited to AI-generated session note suggestions, communication drafting, content recommendations, and natural language administrative assistance.
• "Authorized Users" means Subscriber and any individuals whom Subscriber authorizes to access the Platform under Subscriber's Account.
• "BAA" or "Business Associate Agreement" means the Business Associate Agreement between BusyBook and Subscriber.
• "Company" or "BusyBook" means BusyBook, Inc., a Delaware corporation, with its principal place of business at 2435 Central Expy, 12th Floor, Suite 1200, Richardson, TX 75080, USA.
• "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.
• "Content" means all data, text, images, files, notes, documents, communications, and other materials that Subscriber or Authorized Users upload, enter, or transmit through the Platform.
• "Covered Entity" has the meaning set forth in 45 CFR Section 160.103.
• "Fees" means all subscription fees, usage fees, and other charges payable by Subscriber under this Agreement.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, including the HITECH Act and implementing regulations at 45 CFR Parts 160 and 164.
• "PHI" or "Protected Health Information" has the meaning set forth in 45 CFR Section 160.103.
• "Platform" means the BusyBook web application, mobile applications (when available), APIs, and all associated tools, features, and services made available by BusyBook.
• "Privacy Policy" means the BusyBook Privacy Policy available at Privacy Policy, as may be updated from time to time.
• "Services" means the practice management, scheduling, client management, billing, communications, automation, and AI-assisted services provided by BusyBook through the Platform.
• "Subscriber" or "you" means the individual or entity that creates an Account and agrees to this Agreement.
• "Subscription Term" means the period during which Subscriber has an active, paid subscription to the Services.
• "Telehealth Features" means Platform features that facilitate remote client interactions, including virtual consultations, remote intake, online scheduling, and electronic communications with clients.

2. Acceptance of Terms

2.1 Binding Agreement

By creating an Account, accessing, or using the Platform, Subscriber agrees to be bound by this Agreement, the Privacy Policy, the Acceptable Use Policy, and any other policies incorporated herein by reference (collectively, the "Terms"). If Subscriber does not agree to these Terms, Subscriber must not access or use the Platform.

2.2 Legal Entity

2.3 Eligibility

To use the Platform, Subscriber must: (a) be at least eighteen (18) years of age; (b) hold a valid, active license, certification, or credential required to practice Subscriber's profession in each jurisdiction where Subscriber provides services; (c) have the legal capacity to enter binding agreements; and (d) not be barred from using the Platform under applicable law.

2.4 Authority

If Subscriber is entering into this Agreement on behalf of a legal entity, Subscriber represents and warrants that Subscriber has the authority to bind such entity to this Agreement.

3. Description of Services

3.1 Platform Overview

The Platform is practice management software designed for licensed health, wellness, and service professionals (including massage therapists, bodyworkers, estheticians, and allied practitioners). The Services include scheduling, client relationship management, session documentation, billing and payments, communications, marketing tools, AI-assisted features, and workflow automation.

3.2 Healthcare Use Restrictions

The Platform is not a medical device, does not provide medical advice, and is not intended to diagnose, treat, cure, or prevent any disease or medical condition. Subscriber acknowledges that:

• The Platform is an administrative and documentation tool, not a clinical decision-support system.
• All clinical decisions, treatment plans, and therapeutic interventions remain Subscriber's sole professional responsibility.
• SOAP notes, intake forms, and session documentation created through the Platform are Subscriber's professional records and BusyBook does not validate, review, or audit clinical content.
• The Platform does not replace professional judgment, continuing education, or scope-of-practice requirements imposed by Subscriber's licensing authority.
• Subscriber must not use the Platform to provide care outside Subscriber's licensed scope of practice.

3.3 Service Availability

BusyBook shall use commercially reasonable efforts to make the Platform available twenty-four (24) hours per day, seven (7) days per week; provided, however, that BusyBook shall not be liable for any planned maintenance downtime (of which BusyBook shall provide reasonable advance notice) or any unavailability caused by circumstances beyond BusyBook's reasonable control.

4. HIPAA Obligations

4.1 Shared Responsibility Model

BusyBook provides tools that support HIPAA-compliant workflows. If Subscriber is a Covered Entity, Subscriber bears primary responsibility for Subscriber's own HIPAA compliance. BusyBook is Subscriber's Business Associate, not Subscriber's compliance officer.

4.2 Subscriber Obligations as a Covered Entity

If Subscriber is a Covered Entity, by using the Platform Subscriber represents and warrants that Subscriber will:

• Designate a Privacy Officer responsible for Subscriber's HIPAA compliance program
• Implement Subscriber's own HIPAA policies and procedures, including a Notice of Privacy Practices provided to every client
• Obtain all required client consents and authorizations before entering PHI into the Platform
• Train all individuals who access the Platform under Subscriber's Account on HIPAA privacy and security requirements
• Use strong authentication credentials and not share login credentials with unauthorized individuals
• Report any suspected breach of PHI to privacy@busybook.co within twenty-four (24) hours of discovery
• Maintain Subscriber's own backup copies of critical client records independent of the Platform
• Comply with all applicable federal and state privacy laws

4.3 BusyBook's Role as Business Associate

BusyBook will:

• Implement administrative, physical, and technical safeguards for PHI as described in the BAA and BusyBook's Security Practices documentation
• Restrict access to PHI to authorized personnel on a need-to-know basis
• Report security incidents affecting Subscriber's PHI as required by law and the BAA
• Provide tools enabling Subscriber to manage, export, and delete PHI
• Not use PHI for marketing, analytics, or any purpose beyond providing and maintaining the Platform, except as expressly permitted by HIPAA and the BAA

4.4 BAA Requirement

If Subscriber uses the Platform to create, receive, maintain, or transmit PHI, Subscriber must execute a BAA with BusyBook before entering any PHI into the Platform. BusyBook provides a standard BAA. The BAA is incorporated into this Agreement by reference once executed. You may request execution of the BAA by contacting privacy@busybook.co.

4.5 No Compliance Guarantee

BusyBook does not guarantee that Subscriber's use of the Platform will make Subscriber HIPAA-compliant. Compliance depends on Subscriber's policies, training, practices, and how Subscriber configures and uses the Platform. Subscriber is solely responsible for ensuring Subscriber's overall compliance posture.

5. Acceptable Use

5.1 Compliance with Policies

Subscriber shall use the Platform in compliance with this Agreement, the Acceptable Use Policy, all applicable laws, and all applicable professional licensing requirements. Subscriber shall not permit any Authorized User to use the Platform in violation of the foregoing.

5.2 Prohibited Conduct

Without limiting the Acceptable Use Policy, Subscriber shall not:

• Use the Platform for any unlawful purpose
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Platform or any related systems
• Interfere with other users' access to or use of the Platform
• Reverse engineer, decompile, or disassemble any portion of the Platform
• Use automated tools (bots, scrapers) without BusyBook's prior written authorization
• Resell, sublicense, or lease access to the Platform without BusyBook's prior written consent
• Use the Platform to store or process data that Subscriber does not have the legal right to possess
• Circumvent any usage limits, security measures, or access controls

5.3 Subscriber Responsibility

Subscriber is responsible for all activity occurring under Subscriber's Account, including all Content uploaded or transmitted by Authorized Users. Subscriber shall maintain appropriate security controls for Subscriber's Account, including strong passwords and multi-factor authentication when available.

6. Intellectual Property

6.1 BusyBook Intellectual Property

The Platform, including all software, features, functionality, documentation, trademarks, service marks, logos, trade names, and other Intellectual Property Rights therein, are owned by BusyBook, Inc. and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License to Subscriber

Subject to Subscriber's compliance with this Agreement and payment of all applicable Fees, BusyBook hereby grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Subscriber's professional health, wellness, or service practice during the Subscription Term.

6.3 Subscriber Content

Subscriber retains all rights in and to Subscriber's Content. By uploading or entering Content into the Platform, Subscriber grants BusyBook a limited, non-exclusive license to store, process, display, and transmit such Content solely as necessary to provide the Services. This license terminates upon deletion of such Content or termination of Subscriber's Account, subject to BusyBook's data retention obligations.

6.4 Feedback

If Subscriber provides BusyBook with suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), Subscriber hereby assigns to BusyBook all right, title, and interest in such Feedback. BusyBook may use Feedback for any purpose without obligation to Subscriber.

6.5 Restrictions

Except as expressly permitted in this Agreement, Subscriber shall not: (a) copy, modify, or create derivative works of the Platform; (b) rent, lease, lend, sell, or sublicense the Platform; (c) reverse engineer, decompile, or disassemble the Platform; (d) remove or alter any proprietary notices on the Platform; or (e) use BusyBook's trademarks or trade names without BusyBook's prior written consent.

7. Subscription, Billing, and Payment

7.1 Subscription Plans

BusyBook offers subscription-based access to the Platform. Available plans, features, and pricing are described on BusyBook's website and within the Platform. BusyBook reserves the right to modify plan offerings at any time.

7.2 Billing Cycle

• Fees are billed in advance on a monthly or annual basis, depending on the plan selected
• Subscriber's billing cycle begins on the date of subscription and renews automatically
• If Subscriber upgrades mid-cycle, the prorated difference will be charged immediately; downgrades take effect at the next billing cycle

7.3 Payment Processing

All payment processing is handled by Stripe, Inc. ("Stripe"). Subscriber must provide a valid payment method and authorizes BusyBook (through Stripe) to charge Subscriber's payment method for all Fees due. BusyBook does not store raw payment card numbers. Subscriber's use of Stripe is subject to Stripe's terms of service.

7.4 Failed Payments

If a payment fails, BusyBook will notify Subscriber and may suspend access to the Platform after a seven (7) day grace period. Continued non-payment for more than fourteen (14) days may result in Account suspension; continued non-payment for more than sixty (60) days may result in Account termination.

7.5 Price Changes

BusyBook may change Fees with at least thirty (30) days' advance written notice (via email or in-Platform notification). Price changes take effect at the start of Subscriber's next billing cycle after the notice period. If Subscriber does not agree to a price change, Subscriber may cancel the subscription before the change takes effect.

7.6 Taxes

Fees are exclusive of applicable taxes. Subscriber is responsible for all taxes, duties, and levies imposed by taxing authorities on Subscriber's subscription, excluding taxes based on BusyBook's net income.

7.7 Refunds

Fees are generally non-refundable; provided, however, that: (a) if Subscriber cancels within the first fourteen (14) days of Subscriber's initial subscription, Subscriber may request a full refund of the initial Fee; (b) BusyBook may, at its sole discretion, provide credits or refunds for service outages exceeding twenty-four (24) consecutive hours; and (c) refunds required by applicable law will be honored.

7.8 Free Trials and Promotional Pricing

If Subscriber enrolls in a free trial or promotional offer, Subscriber must cancel before the trial or promotional period ends to avoid being charged. Trial terms will be disclosed at enrollment.

8. AI Features and Disclosure

8.1 AI-Assisted Features

The Platform includes AI Features, including but not limited to:

• AI-generated SOAP note suggestions and session summaries
• AI-assisted client communication drafting
• AI-generated therapeutic content recommendations
• Natural language chat assistance for administrative tasks
• AI-powered booking agents and scheduling optimization

8.2 AI Disclosure and Acknowledgments

Subscriber acknowledges and agrees that:

• AI Features use third-party language models. BusyBook maintains appropriate data protection agreements with AI subprocessors where PHI may be transmitted.
• AI outputs are suggestions, not clinical advice. Subscriber must review, edit, and approve all AI outputs before using them in clinical documentation or client communications.
• Subscriber is responsible for AI-generated content Subscriber adopts. Once Subscriber accepts, edits, or sends AI-generated content, it becomes Subscriber's professional work product, and BusyBook is not liable for consequences of AI-generated content that Subscriber adopts.
• AI models may generate inaccurate outputs. AI models may generate content that is incomplete, inaccurate, or contextually inappropriate. Subscriber must apply professional judgment before relying on any AI output.
• Client disclosure may be required. Subscriber is solely responsible for determining and meeting any disclosure obligations regarding the use of AI tools in clinical documentation.

8.3 Data Use in AI Features

When Subscriber uses AI Features:

• Inputs may be transmitted to third-party AI service providers for processing
• BusyBook contractually prohibits AI subprocessors from using Subscriber's inputs to train their models
• BusyBook does not use Subscriber's PHI to train, fine-tune, or improve AI models without Subscriber's explicit, separate written consent
• Subscriber may disable AI Features at any time through Platform settings without affecting access to other Platform functionality

8.4 Optional AI Model Training Contribution

BusyBook may offer Subscriber the option to contribute anonymized, de-identified practice data toward improving BusyBook's own AI models. This is entirely optional and controlled via an opt-in setting. By enabling this setting, Subscriber grants BusyBook a non-exclusive, royalty-free license to use de-identified versions of Subscriber's practice data for training and improving AI models. Subscriber may revoke this consent at any time; provided, however, that data already incorporated into trained models cannot be individually extracted or deleted. See our Privacy Policy for full details on the de-identification process.

9. Term, Termination, and Data Export

9.1 Termination by Subscriber

Subscriber may cancel the subscription at any time through Account settings or by contacting support@busybook.co. Cancellation takes effect at the end of the current billing period.

9.2 Termination by BusyBook

BusyBook may suspend or terminate Subscriber's Account: (a) immediately, if Subscriber materially breaches this Agreement, including violation of the Acceptable Use Policy, non-payment exceeding sixty (60) days, or use of the Platform for unlawful purposes; (b) with thirty (30) days' notice, for any reason or no reason (termination for convenience); or (c) immediately, if required by law, regulation, or court order.

9.3 Data Export

Upon termination or expiration of the Subscription Term, BusyBook will make Subscriber's Content available for export for a period of sixty (60) days following the effective date of termination (the "Export Window"). During the Export Window, Subscriber will have read-only access to the Platform for the sole purpose of exporting data. BusyBook will provide reasonable assistance with data export upon request at no additional charge during the Export Window.

9.4 Data Deletion After Termination

After the Export Window closes: (a) BusyBook will delete Subscriber's PHI from active systems within thirty (30) days; (b) PHI in backup systems will be deleted or rendered inaccessible in accordance with BusyBook's standard backup rotation schedule, not to exceed ninety (90) days from the close of the Export Window; (c) BusyBook may retain de-identified, aggregated data indefinitely; and (d) BusyBook may retain specific records as required by law, regulation, or legal hold, and such retained data will continue to be protected in accordance with the BAA.

9.5 Survival

The following Sections survive termination of this Agreement: Section 1 (Definitions), Section 4 (HIPAA Obligations), Section 6 (Intellectual Property), Section 8 (AI Features), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Dispute Resolution), and Section 13 (General Provisions).

10. Limitation of Liability

10.1 General Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUSYBOOK'S TOTAL AGGREGATE LIABILITY TO SUBSCRIBER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SUBSCRIBER'S USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY SUBSCRIBER TO BUSYBOOK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

10.2 Exclusion of Consequential Damages

IN NO EVENT SHALL BUSYBOOK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, COST OF SUBSTITUTE SERVICES, OR REPUTATIONAL HARM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF BUSYBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Health Data Incident Elevated Cap

Notwithstanding Section 10.1, for claims arising from a breach of unsecured PHI caused solely and directly by BusyBook's material failure to implement the safeguards described in the BAA (a "Qualifying Health Data Incident"), BusyBook's total aggregate liability shall not exceed the greater of: (a) the total Fees paid by Subscriber during the twenty-four (24) months immediately preceding the incident; or (b) five thousand dollars ($5,000.00).

This elevated cap applies only when all of the following conditions are met: (i) the incident resulted from BusyBook's failure, not Subscriber's misconfiguration, credential sharing, or other acts or omissions; (ii) Subscriber provided timely notice within seventy-two (72) hours of discovery; (iii) Subscriber cooperated with BusyBook's investigation and remediation; and (iv) Subscriber mitigated damages to the extent reasonably practicable.

10.4 Exclusions from Caps

The liability caps in Sections 10.1 and 10.3 do not apply to: (a) Subscriber's indemnification obligations under Section 11; (b) Subscriber's breach of Section 4 (HIPAA Obligations); (c) claims arising from willful misconduct or gross negligence; or (d) obligations that cannot be limited under applicable law.

10.5 Allocation of Risk

Subscriber acknowledges that the Fees charged by BusyBook reflect the allocation of risk set forth in this Section 10, and that BusyBook would not enter into this Agreement without these limitations.

11. Indemnification

11.1 Subscriber Indemnification

Subscriber agrees to indemnify, defend, and hold harmless BusyBook, its officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Subscriber's use of the Platform, including any PHI Subscriber enters, stores, or transmits
• Subscriber's breach of this Agreement or any applicable law or regulation
• Subscriber's failure to comply with HIPAA or applicable state health privacy laws
• Subscriber's violation of any third-party rights, including client privacy rights
• Subscriber's provision of telehealth services through or in connection with the Platform
• Subscriber's use of AI-generated content in clinical documentation, client communications, or any other professional context
• Any claim by a client, regulatory authority, or third party arising from Subscriber's professional services

11.2 Indemnification Procedures

BusyBook will provide Subscriber with prompt written notice of any claim subject to indemnification and reasonable cooperation in the defense. Subscriber may not settle any claim without BusyBook's prior written consent if the settlement would impose obligations on BusyBook or admit liability on BusyBook's behalf.

12. Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles, and applicable federal laws including HIPAA. BusyBook, Inc. is incorporated under the laws of the State of Delaware; provided, however, that for purposes of user disputes arising under this Agreement, the laws of the State of Texas shall govern.

12.2 Informal Resolution

Before initiating formal proceedings, Subscriber must contact BusyBook at legal@busybook.co and attempt to resolve the dispute informally for at least thirty (30) days.

12.3 Binding Arbitration

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration shall take place in Richardson, Texas, or at a location mutually agreed upon by the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.4 Exceptions

Notwithstanding Section 12.3: (a) either party may bring qualifying claims in small claims court in lieu of arbitration; and (b) nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect Intellectual Property Rights or prevent irreparable harm.

12.5 Class Action Waiver

SUBSCRIBER AND BUSYBOOK AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

12.6 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, SUBSCRIBER AND BUSYBOOK EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13. General Provisions

• Entire Agreement: This Agreement, together with the Privacy Policy, the BAA (once executed), the Acceptable Use Policy, and any order forms or service-level agreements, constitutes the entire agreement and supersedes all prior agreements, representations, and understandings.
• Severability: The invalidity or unenforceability of any provision shall in no way affect the validity or enforceability of any other provision.
• Waiver: BusyBook's failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: Subscriber may not assign without BusyBook's prior written consent; BusyBook may assign in connection with a merger, acquisition, or sale of substantially all of its assets.
• Notices: Notices to BusyBook must be sent to legal@busybook.co or by mail to: BusyBook, Inc., 2435 Central Expy, 12th Floor, Suite 1200, Richardson, TX 75080, USA. Notices to Subscriber will be sent to the email address associated with Subscriber's Account.
• Force Majeure: BusyBook shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
• Telehealth: The Platform may include Telehealth Features. BusyBook does not provide telehealth services; the Platform provides tools that Subscriber may use in connection with telehealth services Subscriber delivers. Subscriber is solely responsible for compliance with telehealth regulations in each jurisdiction.
• Third-Party Services: The Platform integrates with third-party services; Subscriber's use of those services is subject to their respective terms.
• Modifications: BusyBook will provide at least thirty (30) days' notice of material changes via email or in-Platform notification; continued use constitutes acceptance.
• Electronic Signatures: This Agreement and any amendments may be executed and delivered by electronic means, with the same force and effect as original signatures.
• Accessibility: Contact support@busybook.co for accessibility concerns.

14. Contact Information