Terms of Service.

These Terms of Service ("Terms") govern your access to and use of the website at sagehealth.partners ("Site") and the services provided by Sage Health Partners LLC, a Texas limited liability company ("Sage Health," "we," "us," or "our"). By using the Site or engaging us for services, you agree to these Terms. If you do not agree, do not use the Site or engage us.

Sage Health provides operational methodology and intelligent technology — including AI agents for voice, eligibility, and patient communication, business-intelligence dashboards, and advisory engagements — to independently-owned medical practices. Practice-specific service terms are set out in the engagement letter, Master Services Agreement ("MSA"), and Business Associate Agreement ("BAA") signed between Sage Health and the practice; those documents govern over these general Terms where they conflict.

1. Services

1.1 What we offer

Sage Health offers two related categories of service:

• Sage AI Agents. Managed AI agents (voice scheduling, conversational SMS confirmations, eligibility verification) and the Practice BI dashboard, operated by Sage Health on behalf of the practice.
• Advisory Services. The Front Desk Evaluation Framework, Operational SOP Definition, and Strategic Transformation engagements — fixed-scope advisory work delivered on-site and remotely.

The specific services we will provide to your practice, the fees, and the timeline are described in your engagement letter or MSA. These Terms do not by themselves create an entitlement to any particular service.

1.2 Eligibility

Our services are intended for independently-owned medical practices in the United States and the individuals authorized to act on their behalf. You represent that you have the authority to bind your practice to these Terms and any applicable engagement letter, MSA, and BAA.

2. Accounts and account responsibilities

Some Sage Health services require an account or credentials — for example, access to the Practice BI dashboard or to integrated EHR endpoints. You are responsible for:

• Maintaining accurate account information and updating it when it changes;
• Safeguarding credentials and prohibiting their sharing outside the individuals authorized to use them;
• Promptly notifying Sage Health of any suspected unauthorized access — by email to privacy@sagehealth.partners and by phone where the engagement letter specifies a phone contact;
• The actions taken under any account associated with your practice.

We reserve the right to suspend or revoke credentials where we reasonably believe they have been compromised, used in violation of these Terms, or used in violation of applicable law.

3. Business Associate Agreement

Because our services involve the receipt, creation, transmission, and storage of protected health information ("PHI"), a signed Business Associate Agreement between Sage Health and your practice is a condition precedent to any exchange of PHI. We will not deploy an agent, ingest an eligibility file, or connect to an EHR endpoint before the BAA is executed.

The BAA governs all matters concerning PHI — permitted uses and disclosures, safeguards, subcontractor obligations, breach notification, term, and termination. The BAA controls over these Terms in any conflict between the two with respect to PHI. See our HIPAA & Compliance page for the safeguards we apply.

4. Acceptable use

You agree not to, and not to permit any third party to:

• Use the Site or services in violation of any applicable law or regulation, including HIPAA, the HITECH Act, state medical privacy laws, the Telephone Consumer Protection Act, and the CAN-SPAM Act;
• Use the services to send unsolicited marketing communications or any communication for which the recipient has revoked consent;
• Reverse-engineer, decompile, or attempt to derive the source code of any software or models we provide, except as expressly permitted by law;
• Interfere with, disrupt, or attempt to gain unauthorized access to the services, the underlying infrastructure, or any other customer's data;
• Submit content to the services that is unlawful, infringing, defamatory, or violates the rights of any third party;
• Use the services to develop a competing product, train a competing model, or benchmark for the purpose of public comparison without our prior written consent;
• Misrepresent the source of any communication originated by a Sage Health agent in a way that would mislead a patient about who they are speaking with;
• Bypass or attempt to bypass any access control, rate limit, or other technical measure we apply to the services.

5. Service-level commitments

For Sage AI Agents services, Sage Health targets the following service levels, measured monthly:

• Availability: 99.5% monthly uptime for the agent runtime and Practice BI dashboard, excluding scheduled maintenance windows announced at least seventy-two hours in advance and excluding outages caused by third-party systems we depend on (your EHR, payer endpoints, telephony carriers).
• Support response: Initial response within one business day for non-urgent inquiries; within four business hours for incidents that materially affect production agent operation; within one hour for confirmed PHI-related security incidents, in addition to the BAA breach notification timelines.
• Maintenance: Scheduled maintenance occurs outside standard practice hours (8:00 a.m. – 6:00 p.m. local time, Monday through Friday) where reasonably possible.

Where an engagement letter or MSA specifies different service levels, those control. Service-level commitments do not apply to Advisory engagements, which are governed by their own scope of work and delivery schedule.

6. Fees and payment

Fees for Sage Health services are stated in the engagement letter or MSA. Unless that document says otherwise, invoices are issued monthly in arrears for managed services and per milestone for advisory engagements, payable net thirty days. Past-due balances accrue interest at the lesser of 1.0% per month or the maximum rate permitted by applicable law. Sage Health may suspend services for accounts more than thirty days past due, after written notice and a reasonable cure period.

Fees do not include taxes you are responsible for. You are responsible for sales, use, and similar taxes assessed on the services, other than taxes on our net income.

7. Intellectual property

7.1 Our intellectual property

Sage Health retains all right, title, and interest in and to the Site, our software, our agent platform, our Practice BI platform, our methodologies, our templates, and all other materials we develop other than those described in Section 7.2. Nothing in these Terms transfers ownership of any of the foregoing to you.

For the term of your engagement, we grant your practice a non-exclusive, non-transferable, non-sublicensable license to use the services and the deliverables we provide, solely for the practice's internal business purposes.

7.2 Customer-owned outputs

As described on our About page, the operational deliverables produced specifically for your practice — the Operations Assessment report, the SOPs we author for your workflows, the training materials we customize — are yours. Sage Health grants the practice a perpetual, royalty-free license to use those deliverables for the practice's own purposes after the engagement ends. Sage Health retains the right to reuse the underlying methodology, frameworks, and templates that informed those deliverables in unrelated engagements.

7.3 Customer data

Your practice retains ownership of all PHI and other customer data submitted to the services. We use that data only as the BAA and the engagement permit. We may use aggregated and de-identified information — in a form that does not identify your practice, any patient, or any individual — to operate, improve, and benchmark our services, where permitted by HIPAA's de-identification standards.

7.4 Feedback

If you provide suggestions, ideas, or feedback about the services, we may use them without obligation. You grant Sage Health a perpetual, royalty-free license to incorporate that feedback into our services.

8. Confidentiality

Each party will protect the other's confidential information with at least the same care it uses for its own, and will use it only for the purpose of performing under these Terms and the engagement. Confidential information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without restriction, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without restriction. PHI is governed by the BAA, not by this section.

9. Disclaimers

Sage Health is a technology and advisory firm. We do not provide medical advice, medical diagnoses, or treatment recommendations. Our agents collect operational information and conduct operational tasks (scheduling, confirmation, eligibility verification, billing-related communication) — they do not practice medicine, and nothing they produce should be treated as clinical guidance. Clinical decisions are the responsibility of licensed clinicians.

The Site and the services are provided "as is" and "as available." Except as expressly stated in a signed engagement letter, MSA, BAA, or these Terms, Sage Health disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

We do not warrant that the services will be uninterrupted or error-free, that defects will be corrected immediately, or that the services or the servers that make them available are free of viruses or other harmful components — although we maintain the safeguards described on our HIPAA & Compliance page.

10. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — arising out of or related to these Terms or the services, even if advised of the possibility.
• Sage Health's total aggregate liability arising out of or related to these Terms or the services in any twelve-month period will not exceed the fees paid by the practice to Sage Health for the services giving rise to the claim during that twelve-month period.

The limitations in this section do not apply to: (a) a party's indemnification obligations expressly set out in the MSA; (b) a party's breach of its confidentiality obligations; (c) Sage Health's obligations as a Business Associate under the BAA, which are governed by the BAA's own limitation provisions; or (d) liabilities that cannot be limited under applicable law.

11. Indemnification

You will defend, indemnify, and hold harmless Sage Health and its affiliates, officers, members, and employees from any third-party claim arising out of: (a) your use of the services in violation of these Terms, (b) your violation of any law in connection with the services, (c) content you submit to the services that violates the rights of a third party, or (d) any breach of these Terms by your practice or its personnel. Sage Health's indemnification of the practice, where applicable, is described in the MSA.

12. Term and termination

These Terms apply for as long as you access the Site or use any Sage Health service. The term of any specific service is set out in the relevant engagement letter or MSA.

Either party may terminate an engagement for material breach by the other party, on thirty days' written notice, if the breach is not cured during the notice period. Either party may terminate immediately on written notice if the other party becomes insolvent, files for bankruptcy, or ceases to operate. Sage Health may suspend or terminate Site access immediately for violations of Section 4 (Acceptable use).

On termination, Sage Health will return or destroy PHI in accordance with the BAA, return or destroy other confidential information at the other party's request, and (where applicable) deliver the final form of customer-owned outputs described in Section 7.2. Accrued fees through the effective date of termination remain due. Sections that by their nature should survive termination — including 3 (BAA), 7 (IP), 8 (Confidentiality), 9 (Disclaimers), 10 (Limitation of liability), 11 (Indemnification), 13 (Governing law), and 14 (Miscellaneous) — survive.

13. Governing law and dispute resolution

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms or the services that cannot be resolved through good-faith negotiation will be brought exclusively in the state or federal courts located in Harris County, Texas, and each party consents to the personal jurisdiction of those courts. The Federal Arbitration Act, federal arbitration law, and (where applicable) HIPAA control over state law in matters of overlap.

14. Miscellaneous

• Entire agreement. These Terms, together with the engagement letter, MSA, BAA, and any documents incorporated by reference, are the entire agreement between you and Sage Health regarding the services and supersede any prior agreement on the same subject.
• Order of precedence. In any conflict among these documents, the order of precedence is: (1) the BAA on matters concerning PHI, (2) the MSA, (3) the engagement letter, (4) these Terms.
• Modifications. Sage Health may update these Terms from time to time. Material changes will be reflected in the "Last updated" date at the top of this page and, for active customers, communicated by email. Continued use of the Site or services after a change indicates acceptance.
• Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. Any assignment in violation of this section is void.
• No waiver. A party's failure to enforce any provision is not a waiver of the right to enforce it later.
• Severability. If any provision is held unenforceable, the rest of these Terms remain in effect.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, labor disturbances, internet or telecommunications failures, and acts of government.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
• Notices. Notices to Sage Health should be sent to umair@sagehealth.partners with a copy to the address in Section 15. Notices to the practice will be sent to the email and address on file with Sage Health.

15. Contact us

Questions about these Terms, an engagement, or the services:

• General contact: sagehealth.partners/contact
• Partners: umair@sagehealth.partners · tahir@sagehealth.partners
• Privacy and compliance: privacy@sagehealth.partners
• Mailing address: Sage Health Partners LLC, Houston, Texas, United States