Terms of Use

1. Acceptance of Terms

By accessing or using the Wizlo website (https://wizlo.com) or any related software, mobile apps, APIs, or services (collectively, the "Services"), you agree to be bound by these Terms of Use ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, do not use the Services.

2. Definitions

• "Clinic" means any healthcare provider, medical spa, or telehealth organization that subscribes to the Services.
• "User" means an individual authorized by a Clinic to use the Services on behalf of the Clinic Staff.
• "Data Subject" means an individual whose health information is processed by the Services on behalf of a Clinic.
• "Protected Health Information" or "PHI" has the meaning set forth in HIPAA.

3. Eligibility & Account Registration

You must be at least 18 years old and have legal authority to form a binding contract in your jurisdiction. To use certain Services, you are responsible for:

• Ensuring that only authorized Users access their account;
• Keeping login credentials secure; and
• Maintaining accurate account information.

4. HIPAA & Business Associate Agreement (BAA)

Wizlo  acts as a Business Associate under HIPAA. Our standard BAA is incorporated by reference. By using the Services, Clinics agree to execute and comply with the BAA. Clinics remain solely responsible for fulfilling their Covered Entity obligations under HIPAA.

5. License & Intellectual Property

Wizlo grants Clinics and Users a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms. Wizlo reserves all rights, title, and interest in and to the Services, including all related intellectual property.

6. Permitted & Prohibited Uses

You agree to use the Services only for lawful, clinical, and administrative purposes. You may not:

• Reverse engineer, decompile, or attempt to gain unauthorized access to the Services;
• Use the Services for illegal activities;
• Use the Services to send unsolicited marketing without documented prior express written consent;
• Violate carrier, TCPA, or HIPAA rules; or
• Infringe the intellectual-property or privacy rights of others.

7. SMS Messaging Terms

Clinics must obtain and document patient consent before sending SMS messages via the Services. By initiating SMS campaigns, Clinics certify that they have: (i) collected valid opt‑ins, (ii) disclosed message frequency and rates, (iii) provided opt‑out instructions, and (iv) retained consent records. Wizlo  reserves the right to suspend messaging that violates carrier guidelines or these Terms.

8. Fees & Payment

Subscription fees, usage‑based charges (e.g., per‑SMS fees), and any applicable taxes are billed monthly in U.S. dollars. Payments are due within 15 days of invoice. Late payments may incur interest at 1.5% per month (or the maximum permitted by law) and may result in service suspension.

9. Data Ownership & Portability

• Clinics own all PHI and non-PHI data they input into the Services.
• Upon account termination, Wizlo will provide a secure export of Clinic data in a standard, machine-readable format.
• We may retain backups for legal or regulatory purposes after termination.

10. Confidentiality

Each party agrees to protect the other's confidential information with at least the same degree of care used to protect its own confidential information. Confidential information that is: (a) publicly available without breach, (b) independently developed, or (c) lawfully disclosed by a third party.

11. Warranties & Disclaimers

The Services are provided “AS IS” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement. Wizlo  does not warrant that the Services will be uninterrupted or error‑free, or that data loss will not occur.

12. Limitation of Liability

To the maximum extent permitted by law, Wizlo's total liability arising out of or related to the Services shall not exceed the fees paid by the Clinic to Wizlo in the 12 months preceding the event giving rise to the claim. Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages.

13. Indemnification

Clinics agree to defend, indemnify, and hold harmless Wizlo and its affiliates from any claims, damages, or expenses (including attorney fees) arising out of: (a) Clinic's or User's use of the Services, (b) violations of these Terms, or (c) Clinic's failure to comply with SMS messaging without proper consent.

14. Term & Termination

These Terms commence on the Effective Date and continue until terminated. Either party may terminate immediately for material breach. Sections 5, 9, 10, 11, 12, and 17 survive termination.

15. Modifications to Services or Terms

We may modify the Services or these Terms at any time. Material changes will be posted in-app or emailed to account administrators. Continued use after the effective date constitutes acceptance of the revised Terms.

16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Nevada, excluding conflict-of-laws principles. Any dispute shall be resolved by binding arbitration in Las Vegas, Nevada, under the rules of the American Arbitration Association. Either party may seek injunctive relief in a court of competent jurisdiction.

17. Export Compliance

You agree to comply with U.S. export and sanctions laws. You may not use or export the Services to embargoed countries or prohibited entities.

18. Entire Agreement

These Terms, the BAA, Order Forms, and our Privacy Policy constitute the entire agreement and supersede all prior understandings. If any provision is held unenforceable, the remaining provisions will remain in effect.