Legal

Terms of Service

Effective date: September 4, 2026

These Terms of Service (the "Terms") are a binding agreement between AbaVista, LLC, a Delaware limited liability company ("AbaVista", "we", "us"), and you. They govern your use of the website at abavista.com, the AbaVista application, and any related services we provide (together, the "Service").

By creating an account, signing in, subscribing, or otherwise using the Service you agree to these Terms. If you are acting for an ABA practice or other organization, you represent that you have authority to bind it. If you do not agree, do not use the Service.

1. Definitions

• "Practice" means the organization that subscribes to the Service, such as an applied behavior analysis provider.
• "Authorized User" means an employee, contractor, or other person a Practice permits to use the Service under its account.
• "You" means the Practice when a Practice or someone acting for it uses the Service, and means the individual Authorized User in Sections 3, 4.2, and 7, which bind each individual personally.
• "Customer Data" means all data a Practice or its Authorized Users submit to the Service, or that the Service collects on the Practice's behalf from its families and connected systems, including Protected Health Information ("PHI") as defined by HIPAA.
• "Order" means a subscription purchased through the Service, an order form, or a Master Services Agreement.
• "MSA" means a written Master Services Agreement signed by AbaVista and a Practice. "BAA" means the Business Associate Agreement between AbaVista and a Practice, whether signed separately or accepted during signup. "Agreement" means the MSA where one exists and otherwise these Terms together with the Order; the BAA forms part of the Agreement either way.

2. Order of precedence

If a Practice has signed an MSA with us, the MSA controls over these Terms to the extent they conflict. The BAA controls over everything else for PHI. These Terms apply in full to anyone without an MSA, including website visitors, trial accounts, and Authorized Users in their individual capacity.

3. Who may use the Service

You must be at least 18 years old and able to form a binding contract. The Service is designed for ABA practices and their staff in the United States. We may refuse, suspend, or terminate an account that we reasonably believe violates these Terms or exposes us, a Practice, or families to risk.

4. Accounts and Authorized Users

4.1 Practice responsibility. A Practice is responsible for all activity under its account and by its Authorized Users, for keeping its Authorized User list current, and for deactivating users who leave. A Practice must promptly deactivate any Authorized User who should no longer have access to PHI.

4.2 Credentials. Each Authorized User must keep their credentials confidential and must not share an account. Notify us immediately at the address in Section 21 if you suspect unauthorized access.

4.3 Multi-factor authentication. Where a Practice enables it, Authorized Users who sign in with a password must use multi-factor authentication. Sign-in through Google or Microsoft is subject to those providers' controls.

5. Subscriptions, fees, and payment

5.1 Subscriptions. The Service is sold as a monthly subscription, billed in advance through our payment processor, Stripe, at the rates in the Order. Fees are stated in U.S. dollars and exclude taxes, which the Practice is responsible for except taxes on our income.

5.2 Renewal and cancellation. Each monthly period renews automatically. A Practice may cancel at any time through the billing portal in Settings; cancellation takes effect at the end of the current period and no partial refund is owed. We may change fees with at least 30 days' notice before the change takes effect; a Practice that objects may cancel before then.

5.3 Seats. Where a subscription is priced per seat, the seat count is the number of active Authorized Users and is updated automatically as the Practice adds or deactivates users. The Practice is billed for that count each period.

5.4 Trials. We may offer a free trial in a sandbox. Trial accounts may be limited in features. When the trial ends without a subscription, the sandbox and everything in it are deleted.

5.5 Non-payment. If a payment fails, Stripe will notify the email address on the billing account, and we may suspend access if the account remains unpaid for 30 days. Fees are non-refundable except as expressly stated in these Terms or the Order. A Practice must dispute a charge in writing within 30 days of the invoice date; charges not disputed in that time are accepted.

6. Customer Data and PHI

6.1 Ownership. As between the parties, the Practice owns all Customer Data. We claim no rights in it beyond the license in 6.2.

6.2 License to us. The Practice grants us a non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide, secure, and support the Service, and as otherwise permitted by the BAA and these Terms.

6.3 PHI and the BAA. A Practice must accept the BAA before it connects a mailbox, phone system, or other source of PHI, invites a family to an intake form, or otherwise submits PHI. We treat all Customer Data that may contain PHI as PHI under the BAA. By submitting PHI a Practice represents that it has the authority and consents required to share that PHI with us and with the third-party systems it connects under Section 8.

6.4 Practice obligations. The Practice is responsible for the accuracy and lawfulness of Customer Data, for obtaining any consents required to collect it (including from parents and guardians), for providing its own Notice of Privacy Practices to families, and for using the Service in compliance with HIPAA and state law. The Service is a tool; the Practice remains the covered entity.

6.5 Usage data and de-identified data. We may collect data about how the Service is used and may create de-identified data from Customer Data in accordance with 45 CFR 164.514. We may use usage data and de-identified data to operate, secure, and improve the Service and to develop new features. We will not attempt to re-identify de-identified data, and we will not sell Customer Data.

6.6 Return and deletion. For 30 days after a subscription ends, the Practice may request an export of its Customer Data. After that period we will delete or de-identify Customer Data in our live systems; encrypted backups expire on their own schedule, and audit and access records are retained as the BAA and law require. PHI is returned or destroyed as the BAA provides.

7. Acceptable use

You will not, and will not permit anyone to:

• Use the Service in violation of law, including HIPAA, the Telephone Consumer Protection Act, CAN-SPAM, or professional licensing rules.
• Access or attempt to access another Practice's data or any system or account you are not authorized to use.
• Upload malicious code, probe or test the Service's security without our written consent, or interfere with its operation.
• Copy, modify, reverse engineer, scrape, or create derivative works of the Service, or resell or provide it to third parties as a service bureau.
• Use the Service to build a competing product.
• Send spam, unsolicited messages, or messages to anyone who has opted out.
• Submit false or misleading information, or impersonate anyone.

We may investigate suspected violations and suspend access while we do.

8. Third-party systems you connect

The Service can connect to accounts and systems the Practice or an Authorized User controls, such as Google Workspace, Microsoft 365, RingCentral, Zoom Phone, ClickUp, Viventium, CentralReach, and webhook endpoints the Practice configures. By connecting one, you authorize us to access it and to send data to it as described in the connection flow and in our Privacy Policy, and you represent that you have the right to grant that access. Those systems are governed by their own terms, we do not control them, and we are not responsible for their availability, accuracy, or conduct, or for what they do with data the Practice chooses to send them. A Practice administrator can disconnect them from Settings.

9. Communications sent through the Service

The Service can send email and text messages to families and others on the Practice's behalf, using the Practice's or an Authorized User's connected accounts, and can send automated text messages under rules the Practice configures. The Practice decides whether to enable automated messages, who receives them, and what they say. Before enabling automated text messages the Practice must obtain each recipient's prior express written consent where the Telephone Consumer Protection Act requires it, and the Practice is responsible for honoring opt-out requests and for the content of every message. We provide tools to record opt-outs but do not guarantee compliance on the Practice's behalf.

10. AI features

10.1 What they are. Some features use artificial-intelligence models to draft messages, summarize records, answer staff questions, transcribe dictation, and hold lead-capture conversations with prospective families. The providers are named in our Privacy Policy.

10.2 Not clinical or legal advice. AI output may be inaccurate, incomplete, or out of date. It is provided to assist qualified staff, not to replace their judgment. The Practice must review AI output before relying on it and must not use it as the sole basis for any clinical, eligibility, billing, or employment decision. The Service is not designed for emergencies; instruct families to call emergency services in an emergency.

10.3 Your inputs and outputs. As between the parties, the Practice owns the inputs it provides and the outputs generated for it. We do not use Customer Data to train AI models, and our AI providers are bound not to.

11. Intellectual property

We and our licensors own the Service, including its software, design, and documentation, and all related intellectual-property rights. Subject to these Terms we grant the Practice a limited, non-exclusive, non-transferable right to use the Service during the subscription term for its internal business. No other rights are granted. If you send us feedback or suggestions, we may use them without obligation to you.

12. Confidentiality

Each party will protect the other's non-public business information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers who need it and are bound by comparable obligations, or as required by law with notice where permitted. PHI is governed by the BAA rather than this Section.

13. Security and availability

We maintain administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, role- based access, and audit logging, as described in our Privacy Policy and the BAA. We aim to keep the Service available at all times but do not guarantee uninterrupted operation, and we may perform maintenance with reasonable notice where practical. Any service-level commitment appears only in an MSA. Features marked beta, preview, or early access are provided as-is and may change or be withdrawn.

14. Term, suspension, and termination

14.1 Term. These Terms apply for as long as you use the Service.

14.2 Termination by the Practice. A Practice may cancel under 5.2, or terminate at any time for our uncured material breach after 30 days' written notice, in which case we will refund any prepaid fees for the period after termination.

14.3 Termination or suspension by us. We may suspend or terminate access immediately if (a) you materially breach these Terms and do not cure within 30 days of notice, or the breach cannot be cured; (b) an account is past due under 5.5; (c) continued access would create a security, legal, or safety risk; or (d) required by law. We will give as much notice as is reasonable in the circumstances. We may also terminate a subscription for any reason on 30 days' written notice, in which case we will refund any prepaid fees for the period after the termination date.

14.4 Effect. On termination the license in Section 11 ends, fees accrued become due, and Section 6.6 governs Customer Data. Sections 1, 2, 5 (as to fees accrued), 6, 9, 10.2, 11 (other than the license), 12, and 15 through 21 survive.

15. Warranties and disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT AI OUTPUT WILL BE ACCURATE. THE SERVICE DOES NOT PROVIDE MEDICAL, CLINICAL, LEGAL, BILLING, OR INSURANCE ADVICE, AND USING IT DOES NOT BY ITSELF MAKE A PRACTICE COMPLIANT WITH HIPAA OR ANY OTHER LAW. WE ARE NOT RESPONSIBLE FOR THIRD-PARTY SYSTEMS YOU CONNECT, FOR CUSTOMER DATA YOU DID NOT EXPORT BEFORE IT WAS DELETED UNDER SECTION 6.6, OR FOR LOSSES CAUSED BY YOUR CREDENTIALS BEING COMPROMISED.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY.

ABAVISTA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, FOR ALL CLAIMS TOGETHER, WILL NOT EXCEED THE GREATER OF (A) THE FEES ATTRIBUTABLE TO THE SIX MONTHS OF SERVICE BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED DOLLARS ($100). MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

These limits do not apply to (a) the Practice's indemnification and payment obligations; (b) a party's gross negligence or willful misconduct; or (c) liability that cannot be limited by law. Any claim by either party arising out of these Terms or the Service must be brought within one year after the claim arose, or it is permanently barred.

17. Indemnification

17.1 By the Practice. The Practice will defend AbaVista and its members, officers, employees, and contractors against any third-party claim arising from Customer Data, from communications the Practice sends through the Service, from its or its Authorized Users' use of the Service in violation of these Terms or law, or from its provision of services to families, except to the extent the claim results from our breach of these Terms or the BAA, and will pay the resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.

17.2 Infringement claims. If the Service is, or we believe it may be, the subject of a claim that it infringes a third party's intellectual property, we may modify it, procure a license, or terminate the affected subscription and refund prepaid fees for the remaining period. This is our sole obligation and the Practice's sole remedy for any infringement claim.

17.3 Process. We will promptly notify the Practice of a claim, give it control of the defense and settlement (provided no settlement admits fault on our behalf or imposes obligations on us without our consent), and cooperate at the Practice's expense.

18. Governing law and disputes

18.1 Governing law and venue. These Terms are governed by the laws of the State of New Jersey and applicable federal law, without regard to conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives for 30 days. Any dispute not so resolved will be brought exclusively in the Superior Court of New Jersey, Ocean County, or the United States District Court for the District of New Jersey, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

18.2 JURY TRIAL AND CLASS ACTION WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. CLAIMS MAY BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.

19. Changes to the Service and these Terms

We may improve or change the Service over time, and may discontinue a feature with reasonable notice. We may update these Terms by posting a new version with a new effective date. For material changes we will notify Practices by email or in the application at least 30 days before they take effect for existing subscriptions; fee changes follow Section 5.2. Continued use after the effective date is acceptance. If a Practice objects to a material change, it may cancel before the change takes effect.

20. General

• Notices. Notices to us go to the address in Section 21. Notices to a Practice go to its administrators' email addresses on file. Notices are effective when sent, except notices of breach or termination, which are effective on receipt.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets that assumes them in writing. Any other attempt is void.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Independent contractors. The parties are independent contractors. No partnership, joint venture, or agency is created.
• Entire agreement. These Terms, any Order, and any MSA and BAA are the entire agreement on their subject and supersede prior proposals and agreements. Our Privacy Policy describes our practices and is not incorporated as a term of this agreement. A Practice's purchase-order terms have no effect.
• Severability; waiver. If any provision is unenforceable it will be limited to the minimum extent necessary and the rest remains in effect. A waiver must be in writing and applies only to the instance given.
• Export and government use. The Service is intended for use in the United States. You will comply with U.S. export laws. The Service is commercial computer software for U.S. government purposes.

21. Contact

AbaVista, LLC
2379 Forest Circle
Toms River, NJ 08755
hello@abavista.com