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1. Who we are and what these Terms cover
Ayra Desk is a product of InQuantic Technologies, Inc. (“InQuantic”, “we”, “us”). These Terms cover the Ayra Desk website (the “Site”) and the Ayra Desk software, including Ayra Home, its AI agents and related support (together, the “Services”). “Customer” means the clinic or organization that signs up for the Services, and “you” means you and, where applicable, the Customer.
2. What Ayra Desk is, and isn’t
2.1 What Ayra Desk does
Ayra Desk is administrative workflow software. It helps therapy practice staff organize referrals, request missing documents, prepare authorization packets for staff to submit, communicate with families who have agreed to receive messages, offer openings and track intake. Its AI agents prepare work for staff to review and approve.
2.2 What Ayra Desk doesn’t do
- It doesn’t provide medical, clinical, behavioral or therapeutic advice, diagnosis or treatment.
- It doesn’t decide clinical priority, medical necessity, eligibility or insurance coverage.
- It doesn’t replace the professional judgment of licensed clinicians or the responsibilities of practice staff.
- It isn’t a medical device, a payer, a billing service or a legal or compliance adviser.
2.3 Not for emergencies
Ayra Desk is not monitored for emergencies. Families should not use Ayra Desk texts for urgent needs. If someone may be in danger, call 911.
2.4 AI output requires review
AI can make mistakes. Information read from documents may be incomplete or wrong, and drafts may need changes. The Customer is responsible for having qualified staff review agent work before approving it, and for every decision and submission it makes using the Services.
3. Accounts
3.1 Registration
Accounts for the Services are created by the Customer for its staff. Account information must be accurate and kept up to date.
3.2 Security
Each user must keep their login details confidential, and must not share accounts. Tell us right away at security@meetayra.com if you suspect unauthorized access.
3.3 Authorized users
The Customer is responsible for who it gives access to, for removing access when it is no longer needed, and for its users’ compliance with these Terms.
4. Acceptable use
4.1 Use the Services lawfully
You may use the Services only for the Customer’s internal intake and administrative operations and in line with applicable law, including HIPAA, state health privacy laws, and telemarketing and messaging laws.
4.2 Prohibited uses
You must not: use the Services to send spam or messages to people who haven’t agreed to receive them; upload content you have no right to share; try to access data or accounts that aren’t yours; probe, scan or test the vulnerability of the Services without our written permission; reverse engineer or copy the Services except as the law allows; use the Services to build a competing product; or use the Services in a way that could harm families, patients or others.
4.3 Text messages
The Customer is responsible for getting and recording any consent the law requires before it uses the Services to text a family, including under the Telephone Consumer Protection Act and similar state laws, and for honoring opt-out requests it receives in any channel. The Services include features to help, such as consent records, AI disclosures, and STOP and HELP handling. Our Consent and Messaging Policy describes how messaging works.
5. Customer data
“Customer Data” means information the Customer or its users submit to the Services, or that the Services receive on the Customer’s behalf, including referrals, documents and messages. The Customer owns its Customer Data. The Customer gives us permission to host, process and transmit Customer Data only as needed to provide, secure and support the Services, as described in the Customer Agreement and the business associate agreement. We don’t sell Customer Data.
Only where the BAA permits, we may create aggregated information that doesn’t identify any person, Customer or patient, de-identified as HIPAA requires where it comes from PHI, to operate and improve the Services.
6. HIPAA and protected health information
Before the Customer sends any protected health information (“PHI”) to the Services, the Customer and InQuantic must sign a business associate agreement (“BAA”). The BAA governs our handling of PHI and controls if it conflicts with these Terms. Don’t send PHI through the Site, our general email addresses or any channel not covered by a BAA.
7. Fees
Fees, billing terms and any pilot pricing are set out in the Customer’s Order. Unless the Order says otherwise, fees are in US dollars, are due within 30 days of invoice, and don’t include taxes. We may suspend the Services for amounts more than 30 days overdue after giving written notice.
8. Beta, pilot and design-partner programs
Some features are labeled beta, preview or in development, and the Services as a whole may be provided as part of a pilot or design-partner program. These features and programs may change, may have bugs, may be limited, and may be discontinued. Unless the Order says otherwise, they are provided “as is”. Feedback you give us helps shape the product, and we may use it without obligation to you (see section 9.3).
9. Intellectual property
9.1 Our property
InQuantic and its licensors own the Site and the Services, including software, designs, text and trademarks such as “Ayra” and “Ayra Desk”. These Terms don’t give you any rights to them except the limited right to use the Services as described here.
9.2 Third-party marks
Third-party names on the Site, including practice management systems, are trademarks of their owners and are used only to describe compatibility. Their use doesn’t imply a partnership with or endorsement by those owners.
9.3 Feedback
If you give us suggestions or feedback, we may use them for any purpose without paying you. Please don’t include PHI in feedback.
10. Third-party services
The Services may connect to systems the Customer chooses, such as practice management software, fax and phone providers, and calendars. The Customer’s use of those systems is governed by its agreements with those providers. We aren’t responsible for third-party services, and a third party’s changes may affect how a connection works.
11. Confidentiality
Each party will protect the other’s non-public business information it receives with at least reasonable care, and use it only to perform under these Terms and the Customer Agreement. This doesn’t apply to information that is public, already known, independently developed or rightfully received from someone else. PHI is protected under the BAA.
12. Changes and availability
We work to keep the Services available and improving. We may change or update features, and we will give reasonable notice of changes that materially reduce the Services’ core functionality. Planned maintenance and events outside our reasonable control may interrupt the Services. Any service level commitments are set out in the Order.
13. Indemnification
The Customer will defend and indemnify InQuantic against third-party claims arising from the Customer’s Customer Data, its messages to families sent without the consent the law requires, or its use of the Services in breach of these Terms or the law. InQuantic will defend and indemnify the Customer against third-party claims that the Services, as we provide them, infringe that party’s intellectual property rights, and against third-party claims arising from the Services’ failure to honor opt-outs recorded in the Services or to send messages as the Customer configured them. The party seeking indemnity must notify the other promptly, give it control of the defense, and cooperate reasonably.
14. Disclaimer of warranties
Except as expressly stated in a Customer Agreement, the Site and the Services are provided “as is” and “as available”. To the fullest extent the law allows, InQuantic disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Services will be uninterrupted, error-free, or that AI output will be accurate or complete.
15. Limitation of liability
To the fullest extent the law allows, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of their possibility. Except for a party’s indemnity obligations, the Customer’s payment obligations, or a party’s gross negligence or willful misconduct, each party’s total liability arising from these Terms or the Services will not exceed the fees the Customer paid to InQuantic for the Services in the 12 months before the event giving rise to the claim, or US $100 if no fees were paid. Breaches of section 6, section 11 or the BAA are instead capped at the greater of three times those fees or [US $ amount].
16. Disputes and governing law
16.1 Talk to us first
If a dispute arises, please email legal@meetayra.com. Both parties agree to try in good faith to resolve it informally for at least 30 days before starting formal proceedings.
16.2 Binding arbitration and class action waiver
This section 16.2 applies to disputes between InQuantic and Customers. Any such dispute that isn’t resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective or representative action. Either party may bring an individual claim in small claims court, or seek injunctive relief in court to protect its intellectual property or confidential information.
16.3 Governing law
These Terms are governed by the laws of the [State of Delaware], without regard to its conflict-of-laws rules. Arbitration will take place in [city, state] or by video.
16.4 Time limit
To the extent the law allows, any claim must be brought within one year after it arises.
17. Termination
Either party may end these Terms as described in the Customer Agreement. We may suspend access right away if we reasonably believe it is needed to protect the Services, families or others, or to comply with law, and we will tell the Customer promptly. When the Services end, the Customer may export its Customer Data during the period set out in the Customer Agreement, after which we will delete or return it, as the BAA requires for PHI. Sections that by their nature should survive will survive.
18. Changes to these Terms
We may update these Terms. We will post the new version on the Site with a new “Last updated” date and, for material changes, give reasonable notice. Continuing to use the Services after changes take effect means you accept them. Changes don’t alter a signed Customer Agreement unless both parties agree in writing.
19. General
Entire agreement. These Terms, the Customer Agreement, any Order and the BAA are the entire agreement about the Services. 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 relevant assets. Waiver and severability. Not enforcing a provision isn’t a waiver. If a provision is unenforceable, the rest stays in effect. Notices. Notices to us go to legal@meetayra.com and to the address below. Export. You must comply with US export and sanctions laws. California users. Under California Civil Code §1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210.
Contact. InQuantic Technologies, Inc., [Mailing address], legal@meetayra.com.