Sparkora AI LLC
Last Updated: November 23, 2025
Welcome to Sparkora AI LLC (“Sparkora AI,” “we,” “our,” or “us”). These Terms of Service (“Terms” or “Agreement”) govern your use of our software applications, AI systems, data infrastructure, and related services, including Orthia AI (our AI voice/chat receptionist), the Lead Generation Engine, analytics, scheduling automation, and all other web-based or mobile-based tools we provide (collectively, the “Service”).
By accessing or using the Service, you agree to be bound by these Terms, as well as all documents incorporated by reference, including your Order, our Business Associate Agreement (“BAA”) and our Privacy Policy.
If you are entering into this Agreement on behalf of a company or organization, you represent and warrant that you are authorized to bind that organization.
IMPORTANT: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION/JURY TRIAL WAIVER.
1. LICENSE GRANT
Subject to these Terms, Sparkora AI grants you a limited, non-transferable, revocable license to access and use the Service solely for your internal business purposes. You may not resell, sublicense, or redistribute the Service.
2. THE SERVICE AND FEATURES
a. Sparkora AI provides various Features (“Features”) that may include:
- i. AI Voice Receptionist (Orthia)
- ii. AI Chat Receptionist
- iii. Two-way SMS and VoIP functionality
- iv. Scheduling, appointment automation, and triage
- v. PMS integrations (via APIs or third-party providers)
- vi. Lead generation tools, CRM, analytics dashboards
- vii. Call summaries, transcription, and message handling
- viii. Marketing automation, reminders, follow-ups
- ix. Digital forms and data capture
- x. Multi-language patient communication (where available)
- xi. Features may change from time to time. Some Features have additional terms (“Feature Terms”), which are incorporated into these Terms.
- xii. If your Order conflicts with these Terms, your Order controls. If Feature Terms conflict with these Terms, the Feature Terms control.
3. THIRD-PARTY PROVIDERS & INTEGRATIONS
- a. Your use of any third-party services (including Twilio, Vapi, PMS vendors, scheduling APIs, AI model providers, or other integrated services) is subject to each provider’s separate agreement (“Provider Agreement”).
- b. Sparkora AI makes no warranty regarding third-party services and is not responsible for
damages or failures caused by them.
4. MODIFICATIONS
Sparkora AI may modify these Terms at any time. We will update the “Last Updated” date and notify you of material changes. Continued use of the Service constitutes acceptance of the updated Terms.
5. SUPPORT
- a. Support is available via email, dashboard ticketing, and phone during posted support hours. Additional onboarding or priority support may be purchased via Order.
b. Your cooperation and accurate information are required for proper onboarding and implementation.
6. DATA PROCESSING & SUBSCRIBER DATA
a. Subscriber Data Definition
- i. “Subscriber Data” includes all data you or your Users submit, including PHI, patient communication, scheduling data, call recordings, payment data, and other information processed through the Service.
b. Roles Under HIPAA
- i. You are the Covered Entity or Business Associate, as applicable.
ii. Sparkora AI is your Business Associate as defined by HIPAA.
iii. Sparkora processes PHI solely on your behalf.
c. License to Subscriber Data
- i. You grant Sparkora AI all rights necessary to operate the Service, including
storing, transmitting, analyzing, and using Subscriber Data to:
1. Provide and improve the Service
2. Train internal models on fully de-identified data
3. Perform analytics and reporting
4. Ensure security, error detection, and system performance
5. All PHI usage follows HIPAA and our BAA.
d. Your Responsibilities
- i. You represent and warrant that:
1. You have lawfully obtained all Subscriber Data.
2. You comply with all applicable laws (HIPAA, TCPA, CAN-SPAM, state privacy laws).
3. You will not upload malicious or harmful content.
4. Your privacy policy permits our handling of Subscriber Data as outlined.
5. Sparkora AI assumes no responsibility for Subscriber Data accuracy or compliance obligations that belong to you.
7. SMS, EMAIL & CALL COMPLIANCE
a. Your Duty to Obtain Consent
- i. You MUST obtain valid consent from your patients or contacts before sending:
1. SMS messages
2. Automated calls
3. Marketing messages
4. Email campaigns
5. AI assistant outbound communications
6. This includes compliance with:
7. TCPA
8. CTIA Guidelines
9. HIPAA
10. CAN-SPAM
11. Applicable state laws
12. Anti-spam/anti-robocall rules
13. Sparkora AI may request proof of consent and may suspend your account
for abuse.
b. Call Recording
- i. If you activate call recording, you are solely responsible for compliance with
one-party and two-party consent laws.
8. SYSTEM ACCESS & AI USAGE
a. Access to PMS & External Systems
- i. If you connect your practice-management system (PMS), scheduling API, CRM, or third-party system, you grant Sparkora permission to:
1. Access integrations
2. Read/write scheduling events
3. Retrieve patient data and appointment data
4. Sync records, insurance details, or metadata as permitted
5. You must ensure you have the proper rights and consents.
b. AI Disclaimer
- i. Sparkora AI’s models may produce errors, hallucinations, or inaccuracies. You agree:
1. To verify clinical-sensitive information
2. To supervise AI-generated messages
3. That Sparkora is not responsible for incorrect AI responses
4. That AI is not a medical device and cannot provide clinical or medical advice
9. SECURITY MEASURES
a. Sparkora AI maintains administrative, physical, and technical safeguards including:
- i. Encryption of data at rest and in transit
ii. Access controls and audit logs
iii. Secure cloud hosting
iv. HIPAA-compliant infrastructure
v. Subprocessor vetting
vi. Incident response and breach procedures
vii. You are responsible for maintaining secure passwords, user access control, and
local device security.
10. BREACH NOTIFICATION
a. If Sparkora AI discovers a breach of unsecured PHI, we will:
- i. Notify you without unreasonable delay
ii. Cooperate with your investigation
iii. Provide required details for HIPAA breach reporting
iv. You are responsible for required notifications to affected individuals unless the BAA specifies otherwise.
11. SUBSCRIBER OBLIGATIONS
a. Account Security
- i. You must maintain secure login credentials and ensure only authorized personnel access the system.
b. Minimum Requirements
- i. You must maintain:
1. Sufficient internet connectivity
2. Proper hardware and network configuration
3. Updated devices and supported OS versions
c. Prohibited Use
i. You may not:
1. Use the Service for unlawful activity
2. Harass or spam recipients
3. Attempt to access unauthorized systems
4. Reverse-engineer or modify the Service
5. Overload the system with automated scripts
6. Any other malicious activity not outlined in the Terms of Service
7. Sparkora AI may suspend or terminate your account for prohibited use.
12. PAYMENT, FEES & RENEWAL
a. Subscription Fees
- i. You must pay the fees in your Order. Fees may change as permitted in your Order.
b. Automatic Renewal
- i. Subscriptions automatically renew monthly or annually unless canceled with proper notice.
c. Past Due Accounts
- i. Sparkora may suspend or terminate access for non-payment.
d. No Refunds
- i. Except where required by law or explicitly stated, payments are non-refundable.
13. TERM & TERMINATION
a. Term
- i. The Agreement begins when you sign up and continues until terminated.
b. Termination for Convenience
- i. Either party may terminate with 30 days’ written notice unless your Order has a fixed term.
c. Termination for Cause
- i. Either party may terminate if the other materially breaches the Agreement and fails to cure within 30 days.
d. Effect of Termination
- i. Upon termination:
1. All licenses terminate
2. You must stop using the Service
3. Outstanding payments are due
e. Data Return / Deletion
- i. Upon written request within 30 days of termination, Sparkora will return Subscriber Data if feasible. After 30 days, Sparkora may delete it.
14. CONFIDENTIALITY
- a. Each party agrees to protect the other’s Confidential Information with reasonable care and not disclose it except as permitted.
b. Breach of confidentiality allows injunctive relief.
15. WARRANTIES & DISCLAIMERS
a. Sparkora Warranty
- i. Sparkora warrants it has rights necessary to deliver the Service.
b. General Disclaimer
- i. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING:
ii. MERCHANTABILITY
iii. FITNESS FOR A PARTICULAR PURPOSE
iv. NON-INFRINGEMENT
v. ACCURACY OF AI OUTPUT
vi. UNINTERRUPTED OPERATION
vii. You assume all risks associated with your reliance on Service output, including AI-generated content.
16. LIMITATION OF LIABILITY
a. To the fullest extent permitted by law:
- i. Sparkora AI is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages.
ii. Sparkora AI’s total liability will not exceed the amount paid by you in the 12 months preceding the claim.
iii. Some states do not allow limitations; for those states, limitations apply to the maximum extent permitted.
17. INDEMNIFICATION
a. You agree to indemnify Sparkora AI against claims arising from:
- i. Your breach of this Agreement
ii. Your violation of laws (HIPAA, TCPA, CAN-SPAM, etc.)
iii. Your Subscriber Data
iv. Your misuse of the Service
18. GOVERNING LAW; ARBITRATION; WAIVERS
a. Governing Law
- i. This Agreement is governed by the laws of Texas, without regard to conflict rules.
b. Arbitration
- i. All disputes will be resolved via binding arbitration under JAMS rules. Location: San Antonio, Texas, unless mutually agreed otherwise.
c. Class Action & Jury Trial Waiver
- i. YOU WAIVE:
1. Right to a class action
2. Right to a jury trial
3. Participation in representative actions
19. MISCELLANEOUS
- a. Assignment: You may not assign this Agreement without Sparkora’s consent.
b. Severability: Invalid terms do not affect the remainder.
c. Notices: Provided electronically or via certified mail.
d. Entire Agreement: These Terms + your Order + BAA + Privacy Policy form the complete agreement.
e. Survival: Confidentiality, indemnification, limitations, arbitration, and payment obligations survive termination.
