Section 1 — Grant of Limited License & Authorized Clinical Users
Subject to the terms of this Master SaaS Subscription & End User License Agreement ("Agreement") and timely payment of applicable subscription fees, spravahub, Inc. ("spravahub") grants Customer ("Practice") a revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the spravahub cloud platform during the Subscription Term solely for Practice's internal psychiatric clinic operations through automated schedule matching and inventory tracking workflows. Practice shall restrict access to authorized workforce members (Medical Directors, Prescribing Clinicians, REMS Nurses, and Practice Administrators) using unique individual credentials and shall prohibit shared logins.
Section 2 — Clinical, DEA Schedule III & Spravato REMS Responsibility Disclaimer
spravahub IS AN OPERATIONAL WORKFLOW, TIMING, AND INVENTORY RECORDKEEPING SOFTWARE TOOL AND DOES NOT CONSTITUTE THE PRACTICE OF MEDICINE OR PHARMACY. Practice and its licensed healthcare practitioners retain sole and exclusive professional, clinical, and legal responsibility for: (a) evaluating patient eligibility, contraindications, physiological observation thresholds, and discharge readiness; (b) maintaining active clinic, pharmacy, and patient enrollment in the official Janssen SPRAVATO® REMS program and submitting mandatory REMS Patient Monitoring Forms; and (c) complying with all U.S. Drug Enforcement Administration ("DEA") and state controlled substance laws governing Schedule III esketamine (21 CFR Part 1304), including physical double-lock cabinet security, biennial physical inventory counts, two-person witness verification for wasted/damaged nasal spray devices, and timely submission of DEA Form 106 for any theft or significant loss. Subscription plans start at $349/month ($349/mo) for Single Site clinics and $549/month ($549/mo) for Multi-Site clinics.
Section 3 — EHR Integration & Truthful Connector Disclosure
spravahub provides specific interoperability pathways to reduce double-entry across psychiatric Electronic Health Record ("EHR") systems. Practice acknowledges and agrees to the following technical architecture and authorizations: (a) SimplePractice Automated Sync utilizes an isolated, encrypted headless Chromium browser session initiated at Practice's explicit instruction using credentials authorized by Practice to synchronize Spravato appointments and treatment records; (b) Universal CSV Roster Import enables direct, automated schedule matching and inventory tracking workflows for patient schedules and insurance rosters from Athenahealth, AdvancedMD, Osmind, DrChrono, and Elation Health; and (c) native FHIR/REST API connectors for third-party EHRs require active partner API keys configured by Practice's administrator and will explicitly display as "Not Configured" until valid credentials are supplied. spravahub never fabricates or simulates background EHR synchronization in production Clinic Mode.
Section 4 — Subscription Tiers, Optional Outcomes Add-On, 14-Day Trial & Billing Terms
New clinic workspaces receive a fourteen (14) calendar day evaluation period upon execution of this Agreement and the HIPAA BAA. Continued production usage requires an active subscription: (a) Single Site ($349/month base for 1 clinic location, up to 6 included staff seats); (b) Multi-Site ($549/month base for up to 3 clinic locations, up to 15 included staff seats); and (c) Optional Outcomes & Treatment Workflow Add-On (+$49/month, or $398/month combined with Single Site, for longitudinal PHQ-9 & GAD-7 outcome tracking, prior-auth renewal packets, and REMS readiness checks). Subscription fees are billed monthly or annually in advance and are non-refundable except as expressly stated herein. Practice may downgrade or cancel its subscription at any time effective at the end of the current billing cycle, with full data export availability for thirty (30) days post-cancellation.
Section 5 — Customer Data Ownership, De-Identified Data Rights & Commercial Analytics (45 CFR § 164.514)
As between the parties, Practice retains all right, title, and interest in and to all identifiable Customer Data, including all Protected Health Information ("PHI"), clinical assessments, inventory logs, and insurance authorization records entered into the platform. spravahub retains all right, title, and interest in and to the spravahub software, user interface, automated schedule matching and inventory tracking workflows, documentation, and trademarks.
De-Identified & Aggregated Data Grant: Consistent with the accompanying HIPAA BAA and 45 CFR § 164.514(a)–(c), Practice expressly authorizes spravahub to de-identify PHI (via the HIPAA Safe Harbor method under 45 CFR § 164.514(b)(2) or Expert Determination method under 45 CFR § 164.514(b)(1)) and to aggregate operational, clinical, and reimbursement metrics across workspaces ("De-Identified Data"). Practice hereby grants spravahub an irrevocable, perpetual, worldwide, royalty-free, transferable, and sublicensable right and license (and, to the extent permitted by law, assigns all right, title, and interest in such compiled De-Identified Data) to use, reproduce, analyze, publish, license, and commercialize De-Identified Data for any lawful purpose—including real-world evidence (RWE) and longitudinal outcomes research (e.g., serial PHQ-9 & GAD-7 trajectories, 56mg/84mg dosing durability, 0m/40m/120m physiological & dissociation curves, and Buy & Bill vs. Specialty Pharmacy utilization), life sciences and pharmaceutical research partnerships, payer prior-authorization and reimbursement benchmarking, specialty supply-chain analytics, and statistical or algorithmic model training. All commercial De-Identified Data datasets shall strictly strip all eighteen (18) HIPAA patient identifiers as well as Practice-identifying attributes (Clinic Name, NPI, DEA Registration Number, EIN/TIN, and individual clinician names), enforce minimum cohort aggregation thresholds (k-anonymity), and contractually prohibit any party or downstream licensee from attempting re-identification. Practice represents and warrants that its patient Notice of Privacy Practices (NPP) and clinical consents comply with applicable law and do not restrict its Business Associates from de-identifying PHI pursuant to 45 CFR § 164.514. This Section 5 shall survive any termination or expiration of this Agreement.
Section 6 — Warranties, Disclaimers & Limitation of Liability
spravahub warrants that the platform will perform materially in accordance with its documentation and maintain a 99.9% monthly uptime target across all subscription tiers (including Single Site at $349/month and Multi-Site at $549/month). EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN THE HIPAA BAA, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. spravahub's AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY PRACTICE TO spravahub IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR TWELVE THOUSAND DOLLARS ($12,000) FOR CLAIMS ARISING DURING A TRIAL PERIOD).
Section 7 — Electronic Signatures, Governing Law & Dispute Resolution
Pursuant to the federal Electronic Signatures in Global and National Commerce Act ("ESIGN Act", 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act ("UETA"), the parties agree that electronic execution of this Agreement and the accompanying HIPAA BAA via spravahub's clickwrap signature ceremony carries the same legal force and effect as a wet-ink signature. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable U.S. federal healthcare law, without regard to conflict-of-law principles.