Subscription Services Agreement

This Subscription Services Agreement ("Agreement") is between [Legal Entity Name], d/b/a Spectra Health ("Spectra," "we"), a [State] corporation with an address at [Address], and the customer identified in the Spectra Health account ("Customer," "you"), including Customer's officers, employees, and agents who use the Services. By checking "I agree," creating an account, or using the Services, Customer (a) acknowledges it has read and understood this Agreement; (b) represents that its signatory is authorized and of legal age to bind Customer; and (c) agrees to be legally bound as of the date of acceptance (the "Effective Date"), including during any free trial. If Customer does not agree, it must not use the Services. Spectra may require re-acceptance of an updated Agreement before continued use.

"Services" means the Spectra Health behavioral-health screening and billing-decision-support software, web application, APIs, and reports. "Customer Data" means data Customer or its Authorized Users submit, including Protected Health Information ("PHI") of patients. "Authorized User" means a licensed healthcare provider, or staff acting under the supervision of one, authorized by Customer to use the Services. "PHI," "Covered Entity," and "Business Associate" have the meanings given under HIPAA.

Subject to this Agreement, Spectra grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for its Authorized Users to access and use the Services in the United States, as part of healthcare services Customer provides to its patients. Customer shall not: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to access source code; (c) rent, lease, sell, sublicense, distribute, or make the Services available to any third party; (d) remove or obscure proprietary notices; (e) circumvent security or rights-management features; (f) use the Services unlawfully or in violation of any regulation; or (g) use the Services other than as authorized. The Services are licensed, not sold; Spectra and its licensors retain all right, title, and interest in the Services, including all intellectual property.

The Services administer validated screening instruments and suggest billing codes. THE SERVICES DO NOT DIAGNOSE, DO NOT PROVIDE MEDICAL ADVICE, AND ARE NOT AN FDA-CLEARED MEDICAL OR DIAGNOSTIC DEVICE. All scores, flags, and outputs require independent review and clinical judgment by a qualified, licensed healthcare professional. Customer is solely responsible for all clinical decisions, patient safety, and follow-up — including responding to any suicide-risk flag under Customer's own clinical and crisis-response protocols. Spectra's computed scores may differ from scores obtained by administering the underlying instruments by other means; Spectra is not affiliated with the instrument authors and makes no representation or warranty as to any third-party instrument.

Suggested CPT/ICD-10 codes, units, and modifiers restate general CMS/AMA guidance, may be incomplete or out of date, and are decision support — not coding, billing, legal, or reimbursement advice. Customer and its certified coder are solely responsible for selecting, documenting, and verifying every code against the patient record and Customer's payer contracts before submission. Spectra is not responsible for any claim, denial, audit, recoupment, penalty, or reimbursement outcome. CPT is a registered trademark of, and copyright, the American Medical Association.

As between the parties, Customer owns Customer Data and is the Covered Entity (or its agent). Customer represents that it has all rights and consents necessary to provide Customer Data to Spectra, including any consents required under 42 CFR Part 2 for substance-use information and any required patient authorizations. CUSTOMER SHALL NOT SUBMIT PHI BEFORE THE BUSINESS ASSOCIATE AGREEMENT (EXHIBIT B) IS IN EFFECT. Spectra will maintain reasonable administrative, physical, and technical safeguards (including encryption of PHI at rest and in transit) and will use and disclose PHI only as a Business Associate as permitted by the BAA and HIPAA. Customer grants Spectra a non-exclusive license to use de-identified and/or aggregated data (de-identified in accordance with HIPAA) to operate, maintain, and improve the Services. [Counsel to confirm the scope of any de-identified-data and AI-training rights.]

Fees are stated in Exhibit A (for example, $1,000 per provider per month) and are billed through Spectra's payment processor after any free trial. Subscriptions automatically renew for successive terms until canceled in accordance with Exhibit A. Fees are non-refundable. Customer authorizes recurring charges to its payment method and agrees to pay regardless of actual usage. Spectra may change pricing effective upon renewal with prior notice.

Customer shall: use the Services lawfully and only for legitimate treatment, payment, and healthcare-operations purposes; ensure that Authorized Users are appropriately licensed and qualified; keep account credentials secure and remain responsible for all activity under its accounts; enter accurate patient identifiers; obtain all patient consents required by law; and maintain its own clinical, safety, and compliance protocols. Customer must notify Spectra promptly if it believes an account is no longer secure.

Each party will protect the other party's Confidential Information with reasonable care and use it only to perform under this Agreement. "Confidential Information" excludes information that is or becomes public through no breach, was already lawfully known, is independently developed, or is rightfully received from a third party without restriction.

This Agreement begins on the Effective Date and continues until terminated. Customer may terminate by ceasing all use of the Services and closing its account. Spectra may suspend or terminate immediately for non-payment, breach, or if it ceases to offer the Services. Upon termination, all licenses end and Customer must cease all use; the handling and return or destruction of PHI on termination are governed by the BAA. Provisions that by their nature should survive termination will survive.

Each party represents that it has the authority to enter into this Agreement. Spectra warrants that the Services will perform materially in conformance with their documentation when not misused. Each party represents that neither it nor its personnel are currently excluded, debarred, or otherwise ineligible to participate in the federal healthcare programs (42 U.S.C. § 1320a-7b(f)), and will promptly notify the other party if that status changes.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECTRA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY CLINICAL, CODING, OR REIMBURSEMENT DECISIONS MADE BY CUSTOMER. SPECTRA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID TO SPECTRA IN THE [12] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Customer will indemnify, defend, and hold harmless Spectra and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising from or relating to: (a) Customer's use or misuse of the Services; (b) Customer's breach of this Agreement or of any applicable law or regulation; (c) any clinical decision, diagnosis or misdiagnosis, treatment, or billing or coding decision by Customer or its Authorized Users; or (d) Customer's failure to obtain any required patient consent. Spectra will indemnify Customer against third-party claims that the Services infringe a U.S. intellectual-property right or that arise from Spectra's willful misconduct or breach of the BAA, subject to prompt notice, Spectra's control of the defense, and Customer's reasonable cooperation.

This Agreement is governed by the laws of the State of [State], without regard to conflict-of-laws rules, and the parties consent to [venue / binding arbitration in [location]]. Neither party may assign this Agreement without the other's consent, except to an affiliate or successor in connection with a merger or sale of assets. This Agreement, together with Exhibits A–C, is the entire agreement between the parties and supersedes all prior understandings; it is superseded only by a separate written agreement executed by both parties through a signature mechanism. Electronic acceptance is binding and enforceable. Notices to Spectra: legal@spectrahealth.co.