Opus Health Terms and Conditions

1. Our Services

1.1 Overview

Subject to these Terms, Opus may provide you with an Opus account, health benefit account–related tools, and payments and reimbursement facilitation services. These include, without limitation:

• Opus Pay—tools to make eligible payments using your health benefit accounts and/or other payment methods on participating provider or merchant websites and in Opus workflows; and
• Opus Reimbursement—tools to help identify potentially eligible expenses and assist you in preparing and submitting reimbursement claims to your health benefit account administrator.

All funds movement services are provided by third-party payment processors, sponsor banks, or other financial service providers (collectively, "Payment Partners"). Opus does not receive, hold, or transmit funds. Opus does not provide medical advice, diagnosis, or treatment, and is not an employee health or welfare benefit plan, insurer, or third-party administrator.

A "Partner" means a provider, practice, merchant, benefits platform, or other third party authorized by Opus to use or incorporate certain Services (e.g., Opus Pay or Opus Reimbursement), or a third party that refers customers to Opus. "Health Benefit Account" means a consumer or employer-sponsored account that helps cover out-of-pocket health expenses (e.g., HSA, FSA, LPFSA, HRA, and similar accounts).

1.2 Opus Pay

You may link or unlink health benefit cards and other payment methods (each, a "Payment Method") to your Opus account and authorize Opus (through Payment Partners) to initiate payments to Partners using a selected Payment Method. You are solely responsible for complying with the terms governing your Payment Method and health benefit plan (including eligibility, substantiation, and any fees). Normal payment clearing times may apply, and Partners may delay fulfillment until funds are received.

You are responsible for: (i) providing accurate, current information and (ii) maintaining sufficient available funds/limits. You agree to pay all charges incurred via your Payment Method at the prices in effect when incurred and all applicable taxes.

Opus and its Third Parties may review payments. If a payment is flagged as potentially high-risk, we may place a hold, cancel the transaction, or require additional review. If a transaction is canceled, applicable funds will be returned to the Payment Method used unless otherwise required by law. Opus is not responsible for your inability to obtain goods/services due to such reviews or holds.

If a transaction using Opus Pay is canceled or rescinded in whole or in part, refunds will be credited to the original Payment Method on file at the time of purchase; we may require you to re-link that method to process the refund. We or our Third Parties may invalidate or reverse payments if, among other reasons: (i) a payment was sent in error; (ii) funding is declined or reversed; (iii) the payment was unauthorized or not properly funded; (iv) a dispute is decided against you; or (v) the payment involved Restricted Goods or Services (see Section 3.2). You authorize Opus to recover amounts due by initiating electronic debits to your Payment Method or via collection efforts, subject to applicable law.

If you dispute a payment made via Opus Pay, notify us promptly at support@opushealth.io. Your eligibility for reversals or refunds may be subject to IRS guidance, your plan rules, and any applicable Partner terms or policies.

1.3 Opus Reimbursement

Opus Reimbursement helps you (a) identify transactions that may be eligible for reimbursement from your Health Benefit Accounts and (b) prepare and submit reimbursement claims. You may direct Opus to retrieve information from third parties (e.g., benefits portals, financial institutions, providers) ("Account Information"), and you may upload receipts or documentation ("Receipts"). We may work with third-party data providers to access such information. We do not review Account Information or Receipts for accuracy and are not responsible for inaccuracies, errors, or non-delivery.

Based on Account Information and Receipts, Opus may surface transactions that could be eligible for reimbursement. You are solely responsible for determining eligibility under your plan and for the accuracy and completeness of any claim you submit (including required documentation such as Letters of Medical Necessity, prescriptions, diagnosis codes, etc.).

Depending on Partner or plan integrations, reimbursements may be directed by your administrator to a designated account (e.g., your bank account on file with your administrator). To change deposit instructions, update your information directly with your administrator. Opus is not responsible for errors or delays in updating direct-deposit information with your administrator.

We are not a bank. Banking and custodial services (if any) are provided by Payment Partners. If Opus surfaces third-party financial products, your use of those offerings is governed by the applicable provider's terms. If services like Plaid or Deck are used, you agree to their respective end-user terms and privacy notices.

Your plan administrator may approve or deny claims, in whole or in part. Opus does not control administrator decisions and makes no guarantees regarding outcomes. Any dispute regarding a claim is between you and your administrator. By using Opus Reimbursement, you release Opus and its affiliates from claims and damages arising from such disputes to the maximum extent permitted by law.

2. Eligibility; Accounts; Verification

2.1 Eligibility

These Terms are a contract between you and Opus. You may use the Services only if you are a resident of the United States or its territories and you comply with these Terms and all applicable laws. The Services are not available to Users under 18 or to Users previously removed by Opus absent our written consent.

2.2 Verification

We (or our Payment Partners/Third Parties) may verify identity, Payment Methods, and benefit information you provide (e.g., phone number, email, health benefit credentials, and card details). If your health benefit card cannot be verified at checkout, you may be offered alternative payment options (e.g., credit/debit).

2.3 Accounts

Your Opus account provides access to features we make available from time to time. If you open an account on behalf of an entity, you represent that you have authority to bind that entity and these Terms apply to both you and the entity. You must provide accurate information, keep it current, maintain your account's security, and promptly notify Opus of any unauthorized use. Opus is not liable for losses due to unauthorized use.

By providing your email, you consent to receive Service-related notices (including those required by law). You may opt out of certain non-essential emails via unsubscribe links; doing so may impact your ability to receive updates or offers.

3. Service Rules; Restrictions

3.1 Service Rules

You agree not to: (i) copy/distribute/scrape the Services; (ii) use automated systems to send excessive requests; (iii) send spam; (iv) interfere with security or decipher transmissions; (v) impose unreasonable loads; (vi) upload malware; (vii) harvest Personal Information; (viii) use the Services for unauthorized commercial solicitation; (ix) impersonate others or commit fraud; (x) interfere with proper operation; (xi) access content via unauthorized means; or (xii) bypass access restrictions or usage limitations.

3.2 Restricted Goods and Services

You will not use the Services to purchase or pay for Restricted Goods or Services without Opus's prior written consent. "Restricted Goods or Services" include items Opus deems dangerous, illegal, high-risk, or otherwise inappropriate, such as: illegal goods/services; IP-infringing goods; controlled substances and related equipment; weapons/ammunition/explosives/fireworks; pornography; products enabling dishonest behavior (e.g., hacking tools, fake documents); age-restricted items for minors; and gift cards.

4. Third-Party Products and Materials

Products or services you purchase from Partners are fulfilled by those Partners or their agents—not Opus. Title/risk of loss follow Partner terms. The Services may surface or link to third-party materials or tools (including Payment Partners). Your use of third-party offerings is at your own risk and governed solely by those third parties' terms. Opus is not responsible for, and you agree to resolve directly with such third parties, all issues related to payment, refunds, delivery, customer service, marketing communications, and warranties.

5. Our Proprietary Rights

5.1 License

Subject to these Terms, Opus grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services in the United States for personal, non-commercial purposes as permitted by the features of the Services. Opus may terminate this license at any time.

5.2 Ownership

The Services and all related content and IP (software, text, graphics, logos, trademarks, etc.) ("Opus Content") are owned by Opus and its licensors. Except as expressly permitted herein, you may not use, copy, modify, distribute, or create derivative works from Opus Content.

6. Feedback

If you provide comments or ideas about the Services ("Feedback"), you grant Opus a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to use the Feedback without restriction or compensation.

7. Your Data and Content

By submitting data (including Account Information and Receipts) through the Services ("User Data"), you grant Opus a royalty-free, transferable, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, distribute, and create derivative works of such User Data to operate, provide, and improve the Services and our business (subject to the Privacy Policy for Personal Information). You represent you have all rights necessary to grant this license.

HIPAA Note (where applicable): If Opus processes Protected Health Information ("PHI") on behalf of a covered entity, such processing will be governed by a Business Associate Agreement ("BAA") executed with that entity, which will control to the extent of any conflict with these Terms.

8. Two-Factor Authentication; Autodialed Calls/Text Messages

By creating an Opus account and providing your phone number, you consent to receive autodialed or prerecorded calls and SMS from Opus for account security (e.g., two-factor codes), account access, and other Service-related purposes. Message and data rates may apply.

9. Privacy

We care about your privacy. Please review our Privacy Policy for information on how we collect, use, and share information.

10. Termination

You may close your Opus account at any time; you remain responsible for obligations associated with your account. You may not close your account to evade an investigation or if a transaction, dispute, or claim is pending.

11. Indemnity

You agree to defend, indemnify, and hold harmless Opus and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of third-party rights; (iv) your violation of law; (v) content submitted via your account; (vi) your willful misconduct; or (vii) use of the Services by another party using your credentials.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OPUS DOES NOT WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, SECURE, ERROR-FREE, OR UNINTERRUPTED.

ALTHOUGH OPUS MAY SURFACE ELIGIBILITY SIGNALS BASED ON IRS GUIDANCE AND PLAN RULES, OPUS DOES NOT GUARANTEE PRODUCT OR REIMBURSEMENT ELIGIBILITY. YOUR PLAN OR ADMINISTRATOR MAY DENY A CLAIM FOR REASONS OUTSIDE OF OPUS'S CONTROL. THE SERVICES ARE NOT LEGAL OR TAX ADVICE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS; SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPUS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OPUS'S TOTAL LIABILITY EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID OPUS FOR THE SERVICE GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY; SOME OF THE ABOVE MAY NOT APPLY TO YOU.

14. Governing Law; Arbitration; Class Action/Jury Trial Waiver

14.1 Governing Law; Venue

These Terms are governed by the internal laws of the State of Texas, without regard to conflicts principles. The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of the Arbitration Agreement below. Exclusive venue for any court proceeding permitted under these Terms is in the state or federal courts located in Texas, and you consent to such jurisdiction.

14.2 Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

Most issues can be resolved quickly by contacting support@opushealth.io. If we cannot resolve a dispute, you and Opus Health agree to resolve all claims arising out of or relating to these Terms or the Service through binding arbitration on an individual basis, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer-Related Disputes. The Federal Arbitration Act (FAA) governs the interpretation and enforcement of this Section.

• Venue & Procedure. The arbitration will be conducted by a single neutral arbitrator in Dallas, Texas (or your county of residence if required by law), or via non-appearance-based proceedings at the arbitrator's discretion.
• Relief. The arbitrator may award the same damages and relief as a court on an individual basis, including injunctive and declaratory relief.
• Attorneys' Fees. The prevailing party is entitled to recover its reasonable costs and attorneys' fees where allowed by law.
• Class/Collective Actions Waiver. YOU AND OPUS HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.
• Opt-Out. You may opt out of arbitration by sending a written notice to support@opushealth.io within 30 days after you first accept these Terms. Your notice must include your name, address, the email associated with your Account, and a clear statement that you opt out of arbitration.
• Court. If this Section is found unenforceable as to a particular claim, then that claim may be brought in the state or federal courts located in Dallas, Texas, and you and Opus Health consent to such courts' jurisdiction.

This Section survives termination of the Service and these Terms.

14.3 Class Action/Jury Trial Waiver

YOU AND OPUS WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. CLAIMS MUST BE BROUGHT INDIVIDUALLY, AND THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE EXTENT NECESSARY TO REMEDY YOUR INDIVIDUAL CLAIM(S).

15. General

15.1 Changes to the Services

We may add, change, or discontinue features or the Services at any time, create usage limits, or suspend/terminate access with or without notice (including if we believe you may be unable to pay for transactions or have not made required payments).

15.2 Service Location

The Services are controlled from the United States and are directed to U.S. users. You are responsible for compliance with U.S. and local laws, including export controls. You may not use the Services if you are in a U.S.-embargoed country or are otherwise barred by U.S. law.

15.3 Assignment

You may not assign these Terms without Opus's prior written consent. Opus may assign freely.

15.4 Notices; Changes to Terms

We may provide notices via email, in-product messages, or postings on the Site. We may update these Terms from time to time; material changes will be indicated by an updated "Last updated" date and, where required, additional notice. Your continued use after changes become effective constitutes acceptance.

15.5 Entire Agreement; Severability; No Waiver

These Terms (and any applicable separate agreement, including a BAA) are the entire agreement between you and Opus regarding the Services. If any provision is held invalid, the remaining provisions remain in full force. Our failure to enforce any right is not a waiver.

15.6 Contact

Questions about these Terms?