Terms of Service

These Terms are a contract between PrefCA LLC, an Ohio limited liability company ("PrefCA," "we," or "us"), and the organization, facility, or surgeon that registers an account ("Customer" or "you"). PrefCA is intended for business and professional use by surgical professionals and facilities, not for personal or consumer use.

You accept these Terms by creating an account, clicking to agree, or using the service. If you are agreeing on behalf of an organization, you confirm you are authorized to bind that organization. These Terms incorporate our Privacy Policy, and — where they apply to you — a Business Associate Agreement (BAA) or Data Processing Agreement (DPA). If you have signed a separate order form or agreement with us, that signed document controls where it conflicts with these Terms.

In these Terms, "Customer Data" means the content you and your authorized users put into PrefCA — preference cards, master items, comments, and uploaded photos, documents, or videos. PrefCA is designed so Customer Data describes procedures and supplies, not patients, and is not intended to contain patient identifiers or protected health information (PHI).

• You must be able to form a binding contract and must use PrefCA for business or professional purposes.
• You are responsible for your authorized users and for keeping account credentials secure. Your team's actions under your account are your responsibility.
• You agree to provide accurate registration information and keep it current.
• Tell us promptly if you suspect unauthorized access to your account. We may suspend access to protect the security of the service.
• Each organization's data is logically separated and scoped to that organization. You agree not to access another organization's data or attempt to bypass these boundaries.

PrefCA is a platform to build, manage, and share surgical preference cards and master item lists. During your subscription, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the service for your organization's internal business purposes.

We may improve, add, or discontinue features over time, and we will give reasonable notice before a material change that is adverse to you. You may not resell or sublicense the service, or use it to build a competing product.

• Plans and fees are as shown when you sign up or on an order form. Separate pricing may apply to surgeons and to facilities.
• Trials: we may offer free or trial access for a stated period. Unless you cancel before the trial ends, it converts to a paid plan. Trial access is enforced strictly — when a trial expires or a plan is unpaid, access ends, and there is no administrator override.
• Payment is handled by our third-party payment processor. You authorize recurring charges to your payment method for your plan.
• Auto-renewal: subscriptions renew automatically for the same term (for example, monthly or annually) at the then-current rate unless you cancel before the renewal date.
• Cancellation: you can cancel anytime in your account settings, using a method at least as easy as the one you used to subscribe. Cancellation takes effect at the end of your current billing period.
• Refunds: except where required by law, fees are non-refundable.
• You are responsible for applicable taxes. We may suspend the service for non-payment and will give notice before a price change takes effect.

Your plan renews automatically until you cancel. We will disclose the price, billing frequency, and how to cancel before you are charged, and we keep a record of your agreement to these renewal terms.

When using PrefCA, you agree not to:

• Enter patient names or other patient identifiers (PHI) into preference cards, free-text fields, or uploads — PrefCA is not designed for PHI.
• Use the service for any unlawful purpose, or to provide medical advice or as a substitute for clinical judgment.
• Reverse engineer, scrape, overload, or attempt to circumvent the security of the service.
• Upload malware, or access or interfere with data belonging to other organizations.

We may suspend or remove content that violates these rules or the law.

Your Customer Data is yours. You grant us a limited license to host, process, transmit, and display it solely to provide and support the service for you. Where you use AI-assisted features, AI providers acting as our sub-processors may process your inputs to deliver the feature.

We keep Customer Data for the life of your account and delete it on request (contact privacy@prefca.com), subject to the legal and backup limits described in our Privacy Policy. We rely on a small set of sub-processor categories — hosting and infrastructure, email delivery, payment processing, and AI providers — described in our Privacy Policy. As noted throughout, the product is designed so Customer Data excludes PHI and patient identifiers.

PrefCA owns the service, its software, interface, documentation, and trademarks, and all related intellectual property. You receive only the limited right to use the service described in Section 3. If you send us feedback or suggestions, we may use them without obligation to you. Your trademarks remain yours; you grant us permission to display your organization's name only as needed to provide the service.

Each of us will protect the other's non-public business information and use it only to perform under these Terms. This does not apply to information that is public, independently developed, rightfully received from someone else, or required to be disclosed by law (with notice where permitted). These obligations continue after these Terms end. Any handling of PHI, if it ever applies, is governed by a separate BAA, not by this section.

PrefCA is HIPAA-aware: the product is built so preference cards do not contain patient information, and we follow good privacy and security practices. We describe these as practices, not as a certification — there is no HIPAA certification, and using PrefCA does not, by itself, satisfy your HIPAA obligations.

Facilities that are covered entities may request a Business Associate Agreement (BAA) from us — contact security@prefca.com or legal@prefca.com. Where a signed BAA is in place, it governs any PHI and controls over conflicting language in these Terms. Without a signed BAA, you agree not to transmit PHI through the service.

Nothing in these Terms is legal or compliance advice to you. You remain responsible for your own HIPAA and other regulatory obligations.

We work to keep PrefCA available and to provide reasonable support, but unless we agree to a specific service-level commitment in a separate order form, we do not promise any particular uptime, response time, or that the service will be uninterrupted or error-free. We may release some features as beta or preview; those are provided as-is, may change, and may be discontinued.

The service relies on third parties — for example, our payment processor — and may link to or integrate with other services. Those third parties are governed by their own terms and privacy policies, and we are not responsible for them.

PrefCA helps you organize preference cards. It does not give medical advice, and clinical decisions are always the responsibility of your licensed professionals.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT MEETS ANY PARTICULAR REGULATORY OR COMPLIANCE REQUIREMENT.

There is a limit to what either of us is responsible for if something goes wrong.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO PREFCA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

This allocation of risk is a basis of our agreement and is reflected in our pricing.

If a third party claims that the PrefCA service itself infringes their intellectual property, we will defend you against that claim. If a claim arises from your Customer Data, your misuse of the service, your violation of law, or your breach of the no-PHI obligation or acceptable-use rules, you will defend us against that claim. In each case, the party seeking defense must give prompt notice, let the other control the defense, and cooperate, and neither party will settle a claim in a way that imposes obligations on the other without consent.

These Terms start when you accept them and continue through your subscription and any renewals. Either party may end the agreement for convenience, effective at the end of the current paid term, or for cause if the other materially breaches and does not cure it within a reasonable period.

We may suspend or end your access for non-payment, security risk, or violations of the acceptable-use or trial rules. As noted in Section 4, expired or unpaid trials lose access with no override.

When the agreement ends, your access ends. You may request an export of your Customer Data within a reasonable window before it is deleted, and we delete it consistent with our retention practice and any legal or backup limits. Outstanding fees remain payable. The sections on payment, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and governing law survive termination.

These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-laws rules. Before starting a formal dispute, the parties agree to first try to resolve it informally by contacting legal@prefca.com. Any dispute that is not resolved informally will be brought in the state or federal courts located in the State of Ohio, and the parties consent to the jurisdiction of those courts. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

We may update these Terms. If we make material changes, we will give reasonable advance notice by email or in the app and update the "Last updated" date above. Continuing to use PrefCA after the changes take effect means you accept them. If a material change is adverse to you and you do not agree, you may decline by stopping use and cancelling before the change takes effect.

• These Terms, together with the Privacy Policy and any signed order form or BAA, are the entire agreement between us. If they conflict, a signed order form or BAA controls, then these Terms, then our policies.
• If any provision is unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver of it.
• You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Neither party is liable for delays or failures caused by events beyond its reasonable control.
• We are independent contractors; these Terms do not create an agency or partnership.
• You consent to receive notices, agreements, and disclosures from us electronically, including the renewal and change notices described above. We will send notices to the contact information on your account; you may send notices to us at legal@prefca.com.

• Legal and contract questions — legal@prefca.com
• Privacy and data-deletion requests — privacy@prefca.com
• Security concerns and BAA requests — security@prefca.com
• Product help — support@prefca.com

PrefCA LLC, an Ohio limited liability company.