Terms of Service
Last updated: August 20, 2026
These Terms of Service (the "Terms") are a binding agreement between Pragmatic Business Solutions, LLC, a Texas limited liability company doing business as Vadia Health ("Vadia," "we," "us," or "our"), and the organization or person that accesses or uses the Vadia Health platform ("Customer," "you," or "your"). By ticking the acceptance box, creating an account, starting a trial, or using the Service, you agree to these Terms, to the Acceptable Use Policy, and to the Business Associate Agreement, and you agree that doing so is an electronic signature with the same effect as a handwritten one. If you accept on behalf of a practice or other entity, you represent that you are authorized to bind that entity, and "you" means that entity.
1. Agreement to these Terms
By accessing or using Vadia Health (the "Service"), you accept these Terms, the Acceptable Use Policy, the Business Associate Agreement, and the Privacy Policy, each incorporated here by reference. If you do not agree, you may not use the Service. If a separate written master agreement, order form, or countersigned Business Associate Agreement is signed between you and Vadia, that agreement controls where it conflicts with these Terms. Certain features may be offered subject to additional terms, which become part of these Terms when you use those features. We record the date, version, and network address of your acceptance.
2. The Service
Vadia Health is a multi-tenant, cloud-based practice-management and electronic health record (EHR) platform for behavioral and mental health teams. It may include scheduling, telehealth, clinical charting and documentation, forms and e-signature, secure messaging, a bilingual client portal, billing and revenue-cycle tools, communications, and optional artificial-intelligence features. The Service is software only. Vadia is not a health care provider, clearinghouse, payer, collection agency, or a provider of clinical, legal, billing, coding, or tax advice, and no clinician-patient, attorney-client, or fiduciary relationship is created by your use of it.
3. Eligibility and accounts
You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for the accuracy of your registration information, for keeping your credentials confidential, for enabling multi-factor authentication where offered, and for all activity under your account. You must notify us promptly of any unauthorized use. Practices are responsible for their users, roles, and permissions, for removing access promptly when a workforce member departs, and for ensuring their team uses the Service lawfully and within the scope of their professional licensure.
4. Customer responsibilities and HIPAA
As between the parties, you are the covered entity (or a business associate of one) and the controller of the protected health information ("PHI") and other data you and your clients submit to the Service ("Customer Data"). Vadia acts as your business associate and service provider. Our handling of PHI is governed by the Business Associate Agreement ("BAA"), incorporated by reference; if the BAA and these Terms conflict regarding PHI, the BAA controls. You are responsible for obtaining all consents and authorizations required to collect and process Customer Data, for its accuracy and legality, and for complying with all laws applicable to your practice, including HIPAA, HITECH, 42 CFR Part 2 where applicable, the Texas Medical Records Privacy Act (Texas Health and Safety Code Chapter 181, as added by HB 300) and its training and electronic-disclosure requirements, the confidentiality of mental-health records under Texas Health and Safety Code Chapter 611, your breach-notification duties under HIPAA and the Texas Identity Theft Enforcement and Protection Act (Texas Business and Commerce Code Chapter 521), the Texas telemedicine and telehealth laws (Texas Occupations Code Chapter 111) and Texas Medical Board rules (22 Texas Administrative Code Chapter 174) — under which the same standard of care applies to care delivered by telemedicine or telehealth as to in-person care — and applicable licensing and professional-conduct rules.
5. Licensure, scope of practice, and supervision
You represent that you and each of your users hold every license, registration, certification, and privilege required to deliver the services you deliver, in each state where your clients are located at the time of service, and that you practice within the scope of those credentials. Vadia does not verify licensure, does not determine where a client may lawfully be treated, and does not supervise anyone. Where the Service offers supervision, co-signature, or delegation features, they are recordkeeping tools; the supervising professional remains responsible for the supervision itself and for meeting the requirements of the applicable licensing board. You are responsible for mandatory-reporting obligations, including reports of suspected abuse or neglect under the Texas Family Code and the Texas Human Resources Code; the Service does not detect reportable conditions and does not report on your behalf.
6. Not medical advice; clinical responsibility; emergencies
The Service provides tools, not clinical judgment. Vadia does not practice medicine, nursing, psychology, counseling, social work, or any regulated profession, and nothing in the Service is medical, clinical, legal, billing, coding, or tax advice. Any content, template, suggestion, score, or output — including any AI-assisted feature — is decision support only and must be independently reviewed, verified, and approved by a qualified, licensed professional before it is relied upon, signed, submitted, or used in patient care. You are solely responsible for all clinical decisions, diagnoses, treatment, documentation, coding, and claims. THE SERVICE IS NOT A MEDICAL DEVICE AND IS NOT FOR EMERGENCIES. It does not monitor for risk, does not alert anyone, and no one at Vadia reads your messages or screening scores. In an emergency call 911 or your local emergency number, or in the United States call or text 988 for the Suicide and Crisis Lifeline.
7. Trials, fees, and billing
Eligible new practices may begin with a 30-day free trial. A valid payment method is collected at sign-up, but no charge is made until the trial ends; you may cancel at any time before the trial ends at no cost. When the trial ends or you subscribe, you authorize us and our payment processor to charge your payment method on a recurring basis for the plan and add-ons you select, plus applicable taxes, until you cancel. Fees are quoted in U.S. dollars, may change on renewal with at least thirty days' prior notice, and — except where required by law or expressly stated — are non-refundable and not prorated for partial periods. Usage-based charges, such as communications, are billed in arrears. You are responsible for all applicable sales, use, and similar taxes, excluding taxes on our net income. Late or failed payments may result in suspension after notice, and you are responsible for reasonable costs of collection. Payments are processed by third-party providers under their own terms; card details never reach our servers.
8. Acceptable use
Your use of the Service is subject to the Acceptable Use Policy, which is part of these Terms. Without limiting it, you agree not to: (a) use the Service in violation of any law or the rights of others; (b) upload unlawful, infringing, or malicious content; (c) attempt to gain unauthorized access to, probe, scan, or test the vulnerability of the Service or breach any security or authentication measure; (d) interfere with or disrupt the integrity or performance of the Service; (e) reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is unenforceable under applicable law; (f) resell, sublicense, or provide the Service to third parties except as expressly permitted; (g) use the Service to build a competing product or to benchmark or publish performance results without our written consent; or (h) exceed usage limits or use automated means that degrade the Service. We may investigate and take action, including suspension or termination, for any suspected violation.
9. Communications: email, text, voice, and fax
You are solely responsible for obtaining, recording, and honoring the consent required to contact your clients and anyone else you reach through the Service, and for complying with the federal Telephone Consumer Protection Act and its implementing rules, the CAN-SPAM Act, the Telephone Consumer Protection Act's Texas analogues (Texas Business and Commerce Code Chapters 302 and 305), and any applicable do-not-call and quiet-hours restrictions. You must not use the Service to send unsolicited marketing, and you must honor opt-out requests, including STOP replies, immediately. Vadia provides consent capture, opt-out handling, and per-number consent records as tools; using them does not transfer your obligations to us, and we make no representation that any configuration is compliant for your use. You are responsible for the content of every message you send and for any charge, penalty, or claim arising from it. Vadia may send you service, security, billing, and legal notices relating to your account; these are not marketing and you may not opt out of them while you use the Service.
10. Electronic records and signatures
You consent to transact electronically. Agreements, consents, authorizations, and disclosures presented, accepted, or signed through the Service — including these Terms, the BAA, client consent forms, and e-signature artifacts — are valid, enforceable electronic records and electronic signatures under the federal Electronic Signatures in Global and National Commerce Act and the Texas Uniform Electronic Transactions Act (Texas Business and Commerce Code Chapter 322), and may not be denied effect solely because they are electronic. You are responsible for confirming that a given electronic consent or authorization satisfies the requirements of the law and licensing board that applies to it, including any Texas requirement for a specific form or wording. We keep records of acceptance, including document version, timestamp, and network address; those records are admissible evidence of assent.
11. Customer Data and ownership
As between the parties, you own and retain all rights to Customer Data. You grant Vadia a limited, worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide, secure, maintain, and improve the Service, to prevent or address technical or security issues, and as otherwise permitted by the BAA or required by law. We may collect and use aggregated, de-identified data (that does not identify you, any individual, or PHI) to operate and improve the Service, as described below.
12. Export, backup, and your own recordkeeping
You are responsible for maintaining your own copies of Customer Data and for meeting the record-retention periods your licensing board, payers, and state and federal law impose on you — periods that generally outlast a subscription. On written request we will provide an export of your Customer Data in a portable, machine-readable format (currently a staff-assisted export rather than a self-service download). On termination we will make Customer Data available for export for a limited period and thereafter may delete it in the ordinary course, subject to the BAA and legal retention obligations. Vadia takes and tests backups for its own disaster-recovery purposes; those backups are not a substitute for your recordkeeping, and Vadia is not your record custodian.
13. De-identified and aggregate data; research and open data
Vadia may create de-identified and aggregate data from Customer Data and from use of the Service — data that does not identify you, any individual, any client, or any clinic or practice, and that contains no protected health information ("PHI") or personal identifiers. Vadia de-identifies such data in accordance with the HIPAA de-identification standard (45 CFR § 164.514), using the Safe Harbor method (removal of the eighteen categories of identifiers under § 164.514(b)(2)) and/or Expert Determination (§ 164.514(b)(1)). Under HIPAA, de-identified data is not PHI, so this use is consistent with the BAA, and the license you grant in the "Customer Data and ownership" section above covers it. Vadia may use, reproduce, publish, license, and share de-identified and aggregate data — including through a public Open-Data API that combines data across all clinics and solo practices on the platform — to study and advance behavioral and mental health, for research, for public-health and policy insight, and to develop, operate, and improve health services and the Service. We commit to three safeguards: (1) small-cell suppression — any aggregate figure derived from fewer than eleven (11) underlying individuals is suppressed and not published; (2) no re-identification — Vadia will not attempt to re-identify any individual, client, or clinic from de-identified or aggregate data, and will not authorize or permit others to do so; and (3) opt-out — a practice may ask us in writing to exclude its data from published open data, and we will honor that request going forward.
14. Open-Data API — acceptable use
If Vadia offers a public Open-Data API, your access to and use of it are subject to these Terms and to any published API documentation and limits. As a condition of use, you agree: (a) not to attempt to re-identify any individual, client, or clinic, and not to combine the data with other data to single out or identify any person or clinic; (b) to attribute the data to "Vadia Health" wherever you display or redistribute it; (c) that the data is provided "AS IS," without warranty of any kind, and is for research, statistical, and informational purposes only — it is not for clinical, diagnostic, treatment, or individual decision-making and must not be relied upon to make decisions about any person; (d) to respect published rate limits and not to scrape, overload, circumvent limits, or otherwise abuse the API; (e) not to imply any endorsement, affiliation, or partnership with Vadia without our written permission; and (f) that Vadia may change, throttle, suspend, or discontinue the API, in whole or in part, at any time and without liability. Misuse of the API may result in suspension or termination of your access.
15. Privacy
Your use of the Service is also governed by our Privacy Policy, which explains how we handle information, and by the Business Associate Agreement as to PHI. Practices retain ownership of their records and can export their data as described above.
16. Security is shared
Vadia is responsible for the security of the platform: tenant isolation, encryption in transit and at rest, access control, audit logging, patching, and the safeguards described in the BAA and our security page. You are responsible for security inside your account: who you invite, what role you give them, removing access when someone leaves, enabling multi-factor authentication, keeping credentials confidential, securing the devices your workforce uses, and reviewing your audit trail. You must notify us without unreasonable delay of any suspected compromise of your account or credentials. A compromise that originates in your account or your workforce is your responsibility, and Vadia is not liable for unauthorized access that results from it.
17. Vadia intellectual property; feedback
The Service — including all software, interfaces, designs, text, graphics, logos, and templates we provide, and all related intellectual property — is owned by Vadia and its licensors and is protected by law. Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription for your internal business purposes. We reserve all rights not expressly granted. "Vadia," "Vadia Health," and our logos are our marks and may not be used without permission. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.
18. Third-party services
The Service may integrate with or rely on third-party products and services, such as payment processing, communications and telephony, cloud hosting, e-signature, artificial intelligence, and clearinghouse or payer connections. Those services are governed by their own terms and privacy practices, and we are not responsible or liable for third-party products, their availability, or their acts or omissions. Our current subprocessors are listed on our Subprocessors page. Your use of a third-party integration is at your own risk and may require you to accept that provider's terms.
19. Beta, preview, and no-charge features
We may offer features identified as beta, preview, pilot, early access, or provided at no charge. These are made available "AS IS," may be changed or withdrawn at any time, may not be supported, and are excluded from any service-level commitment. To the fullest extent permitted by law, Vadia has no liability arising from a beta, preview, or no-charge feature. You should not use one for a purpose where failure would cause harm, and you should not enter PHI into one unless the feature is expressly covered by the BAA.
20. Confidentiality
Each party may receive non-public information of the other that is designated as confidential or should reasonably be understood to be confidential ("Confidential Information"), including the non-public features, pricing, and security details of the Service. The receiving party will use Confidential Information only to perform under these Terms and will protect it with at least reasonable care. Confidential Information excludes information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. A party compelled to disclose Confidential Information by law may do so after giving the other party notice where permitted. This section does not limit the BAA, which governs PHI.
21. Service availability and modifications
We work to keep the Service available and secure, but we do not guarantee it will be uninterrupted, error-free, or available at any particular time. We may modify, add, or discontinue features, perform maintenance, and update the Service from time to time; we will give reasonable notice before a change that materially reduces core functionality. Any service-level commitments, if offered, will be stated in a separate written agreement or order form. We may impose reasonable usage limits. Because clinical care does not stop when software does, you are responsible for maintaining downtime procedures appropriate to your practice.
22. Disclaimer of warranties
EXCEPT AS EXPRESSLY STATED IN A SIGNED WRITTEN AGREEMENT, THE SERVICE AND ALL CONTENT AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, VADIA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS OR PRODUCE ACCURATE CLINICAL, BILLING, OR CODING RESULTS. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM VADIA CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. YOU ARE RESPONSIBLE FOR VERIFYING ALL OUTPUT BEFORE RELYING ON IT.
23. No warranty as to coding, claims, or reimbursement
Codes, modifiers, fee schedules, eligibility responses, claim scrubbing, and revenue-cycle guidance in the Service are informational tools built on payer and public data that change without notice. VADIA DOES NOT WARRANT THAT ANY CLAIM WILL BE ACCEPTED, THAT ANY SERVICE WILL BE COVERED OR REIMBURSED, THAT ANY CODE OR ELIGIBILITY RESPONSE IS CORRECT OR CURRENT, OR THAT ANY OUTPUT SATISFIES A PAYER'S OR GOVERNMENT PROGRAM'S REQUIREMENTS. You are solely responsible for the accuracy and truthfulness of every claim you submit, for the documentation supporting it, and for compliance with the federal False Claims Act, the Anti-Kickback Statute, Texas Medicaid rules, and payer contracts. Vadia has no liability for denied, delayed, downcoded, or recouped claims, for penalties, or for the results of any audit.
24. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, VADIA AND ITS OWNERS, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. VADIA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID TO VADIA FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, APPLY TO CLAIMS ARISING FROM CLINICAL USE OF THE SERVICE, AND ARE AN ESSENTIAL BASIS OF THE BARGAIN WITHOUT WHICH THE FEES WOULD BE MATERIALLY HIGHER. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PARTS MAY NOT APPLY TO YOU.
25. Indemnification
You will defend, indemnify, and hold harmless Vadia and its owners, officers, employees, and agents from and against any third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data and its collection, accuracy, and use; (b) your or your users' use of the Service; (c) your violation of these Terms, the Acceptable Use Policy, the BAA, or applicable law; (d) your clinical decisions, professional services, licensure, supervision, or failure to obtain required consents; (e) messages you send through the Service and any claim under the Telephone Consumer Protection Act or similar law; (f) claims you submit and any payer, government-program, or False Claims Act allegation arising from them; or (g) your infringement or misappropriation of any third-party right. We will notify you of the claim, let you control the defense (with our right to participate with our own counsel), and reasonably cooperate; you may not settle any claim in a way that imposes liability, payment, or an admission on Vadia without our written consent.
26. Insurance
You will maintain, at your own expense and throughout your use of the Service, professional liability (malpractice) coverage and cyber liability coverage in amounts customary for a practice of your size and specialty, and you will provide evidence of that coverage on reasonable request. Vadia's insurance does not cover your practice, your workforce, or your clinical services.
27. Term, suspension, and termination
These Terms apply while you use the Service. You may cancel at any time through your account or by contacting us; cancellation stops future renewals but does not entitle you to a refund of fees already paid except as required by law. We may suspend or terminate your access if you breach these Terms, the Acceptable Use Policy, or the BAA, fail to pay, create risk or legal exposure for us or others, or if required by law — with notice and a reasonable chance to cure where the circumstances allow, and immediately where they do not. We may also terminate for convenience on thirty (30) days' notice. On termination, your license to use the Service ends and the export process in the data section applies; provisions that by their nature should survive (including data, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, insurance, governing law, and dispute resolution) survive.
28. Governing law and venue
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules, and, where applicable, by United States federal law. Subject to the arbitration section below, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Starr County, Texas, and in the federal district serving it, and each party waives any objection to that venue, including forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
29. Dispute resolution; arbitration; waivers
The parties will first try in good faith to resolve any dispute informally by written notice describing the dispute and the relief sought. If it is not resolved within thirty (30) days, any dispute arising out of or relating to these Terms or the Service will be finally resolved by binding arbitration before a single arbitrator administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in Texas and conducted in English, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration is governed by the Federal Arbitration Act, which the parties agree applies because the Service is provided in interstate commerce; the arbitrator decides questions of arbitrability. TO THE EXTENT PERMITTED BY LAW, DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Either party may still seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information, and either party may bring an individual claim in small-claims court. You may opt out of this arbitration and class-waiver section by emailing us within thirty (30) days of first accepting these Terms, stating your organization and that you opt out; opting out does not affect any other provision. Any claim must be brought within two (2) years after it accrues, to the extent permitted by law.
30. Force majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, hurricanes and severe weather, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental action, power-grid, utility, or network failures, or failures of third-party providers or the internet.
31. Changes to these Terms
We may update these Terms from time to time. If we make material changes, we will make reasonable efforts to notify you, such as by email or an in-product notice, before they take effect. Changes are effective on the date stated, and your continued use of the Service after that date means you accept the updated Terms. If you do not agree, you must stop using the Service and may cancel; we will refund any prepaid, unused fees for the remainder of the then-current term if you cancel solely because of a material adverse change within thirty (30) days of notice.
32. Notices
We may give you notice through the Service, by in-product message, or to the email address associated with your account, and such notice is effective when sent. Legal notices to Vadia must be in writing and sent to [email protected] with a copy by mail to Pragmatic Business Solutions, LLC, Rio Grande City, Texas, and are effective on receipt. You are responsible for keeping a current email address on your account.
33. Miscellaneous
These Terms, together with any order form, the Acceptable Use Policy, the Privacy Policy, and the BAA, are the entire agreement between the parties regarding the Service and supersede all prior agreements and representations on the subject. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the rest remains in effect. Our failure to enforce a provision is not a waiver. In any proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs to the extent permitted by law. Nothing in these Terms waives any right or remedy that cannot be waived under applicable law, including any non-waivable protections under the Texas Deceptive Trade Practices-Consumer Protection Act (Texas Business and Commerce Code Chapter 17). You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries. Nothing here creates a partnership, agency, joint venture, or employment relationship. You will comply with applicable export-control, sanctions, and anti-corruption laws. Section headings are for convenience only.
34. Contact us
Questions about these Terms can be directed to [email protected].