Terms of Service

Effective Date: May 1, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Dr. Alexander Bonakdar, operating as refract.ing ("refract.ing," "we," "us," or "our"), located in Irvine, California. By accessing or using the refract.ing platform, website, or any associated services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1. Service Description

refract.ing is an AI-powered practice automation platform designed for optometry practices. The Service integrates with OfficeMate (Eyefinity) on-premises SQL Server environments and provides automated capabilities including, but not limited to:

• Electronic Remittance Advice (ERA) posting
• Insurance eligibility verification
• Patient recall management
• Collections and accounts receivable follow-up
• AI-driven practice automation skills

The Service is designed to operate within your existing practice infrastructure. No Protected Health Information (PHI) leaves your local network as part of standard platform operations.

2. Beta Program Acknowledgment

The refract.ing platform is currently in beta. By participating in the beta program, you acknowledge and agree that:

• The Service is under active development and may contain bugs, errors, or incomplete features.
• Features, functionality, and availability may change, be modified, or be removed at any time without prior notice.
• The Service may experience interruptions, downtime, or performance issues during the beta period.
• We may collect usage data and feedback to improve the platform.
• Beta participation does not guarantee access to any specific feature, functionality, or service level in the future.

2.1 Beta Pricing

Beta participants who subscribe during the beta period receive early access pricing of $349 per month, which is locked for twelve (12) months from the date of initial subscription. After the twelve-month lock period, pricing may adjust to standard rates (currently $499 per month). We will provide at least thirty (30) days' notice before any pricing change takes effect on your account.

3. User Responsibilities

By using the Service, you represent and warrant that:

• You are an authorized representative of the optometry practice subscribing to the Service.
• You have the legal authority to bind the practice to these Terms.
• All information you provide to refract.ing is accurate, current, and complete.
• You will maintain the security of your account credentials and promptly notify us of any unauthorized access.
• You will use the Service only for lawful purposes and in compliance with all applicable federal, state, and local laws, including but not limited to HIPAA regulations.
• You are responsible for maintaining your own on-premises infrastructure, including your OfficeMate SQL Server environment, in a manner compatible with the Service.
• You will not attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code of the Service.
• You will not use the Service to transmit malicious code, interfere with the platform's operation, or access the accounts of other users.

4. Intellectual Property

The refract.ing platform, including all software, algorithms, AI models, user interfaces, documentation, branding, trademarks, and proprietary technology, is the exclusive property of refract.ing and is protected by applicable intellectual property laws.

These Terms do not grant you any right, title, or interest in the Service beyond the limited, non-exclusive, non-transferable, revocable license to use the platform in accordance with these Terms for the duration of your subscription.

5. Data Ownership and Processing

Your practice data remains your property. refract.ing does not claim ownership of any patient data, financial records, insurance information, or other practice data processed through the Service.

We process your data solely under your direction and for the purpose of delivering the Service. We do not sell, rent, license, or otherwise disclose your data to third parties except as required to operate the Service or as required by law.

You are responsible for ensuring that your use of the Service complies with all applicable privacy and data protection regulations, including HIPAA. If a Business Associate Agreement (BAA) is required for your use of the Service, it will be executed as a separate agreement.

Upon termination of your subscription, you may request a copy of your data. We will make commercially reasonable efforts to provide your data in a standard format within thirty (30) days of the request. After termination, we may retain your data for up to ninety (90) days for operational purposes, after which it will be deleted unless retention is required by law.

6. Payment Terms

• Billing Cycle: The Service is billed on a month-to-month basis. There are no long-term contracts or commitments.
• Payment: Payment is due at the beginning of each billing cycle. Failure to pay may result in suspension or termination of access to the Service.
• Cancellation: You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No pro-rated refunds are issued for partial billing periods.
• Money-Back Guarantee: New subscribers are eligible for a full refund within the first thirty (30) days of their initial subscription if they are unsatisfied with the Service for any reason. Refund requests must be submitted to dr@refract.ing.
• Price Changes: We reserve the right to modify pricing with at least thirty (30) days' prior written notice. Beta pricing lock commitments described in Section 2.1 will be honored.

7. Limitation of Liability

To the maximum extent permitted by applicable law, refract.ing, its owner, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, profits, data, business opportunities, or goodwill, arising out of or in connection with your use of or inability to use the Service, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if refract.ing has been advised of the possibility of such damages.

In no event shall the total aggregate liability of refract.ing to you for all claims arising out of or related to these Terms or the Service exceed the total amount paid by you to refract.ing during the six (6) months immediately preceding the event giving rise to the claim.

The Service interacts with your on-premises systems and third-party software (including OfficeMate/Eyefinity). refract.ing is not responsible for errors, data loss, or service disruptions caused by your infrastructure, third-party software, network conditions, or factors outside our reasonable control.

8. Indemnification

You agree to indemnify, defend, and hold harmless refract.ing, its owner, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service in violation of these Terms.
• Your violation of any applicable law, regulation, or third-party right.
• Any data you submit, transmit, or make available through the Service.
• Your failure to maintain the security of your account credentials.
• Any dispute between you and a third party related to your use of the Service.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the foregoing, refract.ing does not warrant that:

• The Service will be uninterrupted, error-free, or free of harmful components.
• The Service will meet your specific requirements or expectations.
• Any results, including ROI projections, efficiency estimates, or financial outcomes presented on the website or during onboarding, are guaranteed. Such figures are estimates based on typical practice data and may vary.
• The Service will be compatible with all versions or configurations of third-party software, including OfficeMate.

The beta nature of the platform means that features may change substantially. Your continued use of the Service following any changes constitutes acceptance of those changes.

10. Termination

Either party may terminate this agreement at any time with thirty (30) days' written notice to the other party.

refract.ing may also suspend or terminate your access immediately, without prior notice, if:

• You breach any provision of these Terms.
• Your use of the Service poses a security risk or may adversely affect other users or the integrity of the platform.
• Continued provision of the Service to you becomes commercially impracticable or legally prohibited.

Upon termination, your right to access and use the Service ceases immediately. Sections 4, 5, 7, 8, 9, 11, and 12 survive termination.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

12. Dispute Resolution

In the event of any dispute arising out of or related to these Terms or the Service, the parties agree to first attempt resolution through good faith negotiation for a period of thirty (30) days following written notice of the dispute.

If the dispute cannot be resolved through negotiation, it shall be settled by binding arbitration administered by JAMS in Orange County, California, in accordance with its Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator. The decision of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines otherwise. The parties agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.

13. Modifications to Terms

refract.ing reserves the right to modify these Terms at any time. When we make material changes, we will update the "Effective Date" at the top of this page and, where practicable, notify you via email or through the platform.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree with the modified Terms, you must discontinue use of the Service and cancel your subscription.

14. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

15. Entire Agreement

These Terms, together with any applicable Business Associate Agreement, Privacy Policy, and other agreements expressly incorporated by reference, constitute the entire agreement between you and refract.ing with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between the parties regarding the subject matter herein.

16. Contact

If you have any questions about these Terms, please contact us at:

Dr. Alexander Bonakdar
refract.ing
Irvine, CA
dr@refract.ing