Terms Of Service

SERVICES FEES

License Fees:
Unless stated otherwise in the Subscription Order or Online Purchase Order or Quotes or Order Forms, the license fees outlined in the Subscription Order or Online Purchase Order or Quotes or Order Forms shall be effective for twelve months (12) starting from the Effective Date. After this period, AllCare.ai may modify the fees upon sixty (60) days' notice.

Additional Fees:
AllCare.ai reserves the right to charge additional fees for the implementation of additional functionality, workflows, or integrations elected by Company in the future by executing additional Subscription Order or Online Purchase Order or Quotes or Order Forms.

Monthly Payments:
Company shall remit monthly payments to AllCare.ai based on the fees specified in Subscription Order or Online Purchase Order or Quotes or Order Forms and associated invoices. Payments shall be based on the greater of the Minimum Monthly Fee or the Actual Bed Count across all Companies serviced by AllCare.ai, whether through AllCare.ai's SaaS or any other integration.

Adjustment of Subscription Fee:
If the Company requests an increase in its licensed bed count and receives state approval, the subscription fee will be adjusted accordingly. Company shall inform AllCare.ai in writing of any changes to the licensed bed count, and the adjusted fees will be reflected in the next billing cycle's invoice.

Payment Authorization:
Company shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or other acceptable payment method to AllCare.ai. By executing the Subscription Order or Online Purchase Order or Order Forms, Company authorizes AllCare.ai to automatically charge the provided payment method for all monthly Subscription & Activation fees throughout the term of the Subscription Order or Online Purchase Order or Order Forms.

Invoicing and Payment:
AllCare.ai shall commence monthly invoicing on the first of each month, on the day the subscription becomes active. Invoices shall be issued in accordance with the relevant Subscription Order or Online Purchase Order or Order Forms. Company agrees to make payments via automated clearing house or other electronic payment method acceptable to AllCare.ai. Company is responsible for providing accurate billing and contact information and notifying AllCare.ai of any changes. Company authorizes AllCare.ai to share credit card information with its designated payment processor solely for fee collection purposes. Fees are non-refundable under any circumstances.

Payment Terms:
Unless agreed otherwise, Invoiced charges are due within thirty (30) days from the invoice date unless otherwise stated in the Subscription Order or Online Purchase Order or Order Forms. If payments are not received promptly, charges may become due immediately upon invoice issuance. AllCare.ai reserves the right to suspend services and/or charge interest on overdue amounts at the maximum rate permitted by law.

Fee Adjustments:
The fees set out in the Subscription Order or Online Purchase Order or Order Forms shall remain effective for one year after the Effective Date. AllCare.ai may increase fees upon providing sixty (60) days' notice to Company. Professional services fees, excluding those listed, are subject to AllCare.ai's current standard service rates and may include reasonable out-of-pocket expenses.

Taxes:
Fees exclude federal, state, provincial, sales, excise, use, goods and services, and value-added or similar taxes. Company acknowledges its responsibility for payment of applicable taxes as invoiced by AllCare.ai.

PRODUCT IMPROVEMENTS AND ENHANCEMENTS

Data Collection and Use:
AllCare.ai shall have the right to collect and analyze data and other information related to the access, use, and performance of the services and related systems. AllCare.ai may use such information and data to improve and enhance the services and for development, diagnostic, and corrective purposes.

Additional Fees:
AllCare.ai reserves the right to charge additional fees for the implementation of additional functionality, workflows, or integrations elected by Company in the future by executing additional Subscription Order or Online Purchase Order or Quotes or Order Forms.

New Products:
AllCare.ai may, at its sole discretion, modify, enhance, alter, and/or introduce new versions of the Company Offerings and/or new Company products ("New Products") to provide improved functionalities, workflows, and features to Company customers. Upon commercial availability, Company may subscribe to such New Products by executing a Subscription Order or Online Purchase Order or Order Forms at AllCare.ai's then-current standard rates and any applicable product-specific addenda.

DATA OWNERSHIP

Data Classification and Ownership:
AllCare.ai owns all data within its software. However, Company acknowledges that any and all data residing within the SaaS system, including data contributed by Company, constitutes the health records of the residents under the care of Company. Therefore, Company retains ownership of such data. Upon termination of services between Company and AllCare.ai, Company is responsible for retrieving any desired documentation within the SaaS system.

Company Data:
"Company Data" refers to any data residing within the SaaS system that is received from Company, including all Confidential Information as defined later.

Encryption:
AllCare.ai agrees to encrypt all Company Data received from Company. AllCare.ai's safeguards for protecting Company Data include limiting access to authorized personnel, securing business facilities and data centers, encrypting stored and transmitted Company Data, and ensuring segregation of Company Data from other types of information.

COMPANY RESPONSIBILITIES

Compliance:
Company is solely responsible for compliance with this Agreement, including all applicable schedules and addenda, by itself and its users.

User Access:
Company is responsible for managing its users' identities and password combinations for accessing the Company Offering.

Legal Compliance:
Company and its users must use the services in accordance with documentation provided by AllCare.ai and all applicable laws, rules, and regulations, including those related to healthcare information such as the Health Insurance Portability and Accountability Act (HIPAA) minimum-necessary standard.

SMS COMMUNICATIONS

When Company or its users engage in SMS communications through AllCare.ai systems or related services, the following rules apply:

Consent & Opt-In:
- SMS messages may only be sent to individuals who have explicitly opted in to receive such messages.
- Company must ensure that consent is documented, retained, and compliant with applicable laws.
- At the time of opt-in, recipients must be clearly informed of the nature, frequency, and potential costs of messages.

Message Content:
- Each SMS must clearly identify the sender as AllCare.ai or the Company (as applicable).
- An opt-out mechanism (e.g., “Reply STOP to unsubscribe”) must be included in every message, and opt-out requests must be honored promptly.
- Messages must not contain misleading, deceptive, or inappropriate content.

Frequency & Timing:
- SMS frequency must adhere to limits disclosed during the opt-in process.
- Messages must not be sent outside 8 AM to 9 PM local time of the recipient unless specifically requested by the recipient.

Record Keeping:
- Records of all opt-ins (including method, date, and time) must be maintained.
- Records of all opt-outs must be maintained, and compliance ensured.

Security & Privacy:
- Personal data used for SMS communications must be protected in compliance with applicable privacy and data protection laws.
- Company must ensure appropriate safeguards are in place to secure such data.

Monitoring & Enforcement:
- AllCare.ai may monitor SMS communications to ensure compliance with this Agreement.
- Employees, contractors, and vendors engaged in SMS communications shall receive appropriate compliance training.
- Violations of SMS compliance obligations may result in suspension of services, termination, or other remedies available under this Agreement.

LIMITATIONS ON USE

You agree not to: (i) use the Services in an unlawful way or for any unlawful purpose; (ii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iii) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Services; (iv) use robots or scripts with the services; (v) attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, Information on or received through the services. AllCare.ai may delete any Information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

CONFIDENTIALITY

Definition:
"Confidential Information" includes confidential information disclosed by a party to the other party, whether orally or in writing, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes the terms and conditions of all Subscription Order or Online Purchase Order or Quotes or Order Forms and this Agreement, business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to either party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to either party; (iii) is received from a third party without breach of any obligation owed to either party; or (iv) was independently developed by the receiving party. Company may discuss with another party, in general terms, the types of services AllCare.ai provides and Customer’s opinion of AllCare.ai’s provision of these services.

Protection:
The receiving party shall use the same degree of care to protect Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall: (i) not use any Confidential Information other than to exercise its rights to perform its obligations under this Agreement; and (ii) limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those set forth in this Agreement. Unless legally compelled to do so, neither party shall disclose the other party’s Confidential Information to any third party (other than its contractors, agents and their respective legal counsel) without the other party's prior written consent.

REPRESENTATIONS, WARRANTIES, ACKNOWLEDGMENTS, AND DISCLAIMERS

Representations and Warranties:
Each party represents and warrants to the other that: (i) it has the full authority to enter into this Agreement and perform its obligations; (ii) the execution and performance of this Agreement does not and will not knowingly conflict with or result in a breach of any other agreement to which it is a party; (iii) this Agreement and all documents incorporated herein have been duly executed and delivered by such party and constitute the valid and binding agreement of such party, enforceable against such party in accordance with their terms. Company represents and warrants that its procurement of AllCare.ai’s services under this Agreement is neither contingent nor is it dependent on any oral or written comments made by AllCare.ai regarding any future functionality or feature.

Company’s Acknowledgments:
Company understands, acknowledges, and agrees that: (i) Company assumes all risk associated with Company’s use of SaaS Offering in relation to the provision of health care and medical services and all applicable laws, rules, and regulations related thereto; (ii) Company accepts all updates to the Company Offerings including tools, utilities, improvements, or general updates to improve and enhance the features and performance of a Company Offering; (iii) the Company Offerings are dependent on a number of factors beyond AllCare.ai’s control, including but not limited to, the operation of hardware and network services provided by third parties; (iv) AllCare.ai is not a health care provider and does not provide medical advice; (v) AllCare.ai has made no representations or warranties that use of the Company Offerings will ensure Company’s compliance with all applicable laws, rules, and regulations.

AllCare.ai’s Disclaimer of Warranties:
AllCare.ai DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY OFFERINGS, WHICH COMPANY AGREES AND EXPRESSLY ACKNOWLEDGES ARE BEING PROVIDED “AS IS” WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAW, INCLUDING WITH RESPECT TO VALIDITY, NON-INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ALLCARE.AI BE LIABLE TO COMPANY OR ANY OTHER INDIVIDUAL OR ENTITY AFFILIATED WITH THE COMPANY FOR ANY CLAIM, LOSS, OR DAMAGE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED TO THE OPERATION OR AVAILABILITY OF THE COMPANY OFFERINGS.

INDEMNITIES

Indemnification by AllCare.ai:
AllCare.ai will defend Company from and against any claims, demands, suits, actions, proceedings, or judgments (collectively, “Claims”) made or brought against Company by a third party alleging that Company’s use of a Company Offering as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party (the “Infringement Claim”). AllCare.ai will indemnify Company against the resulting direct damages and attorneys’ fees finally awarded against Company by a court of competent jurisdiction as a result of a court-approved settlement of an Infringement Claim, provided that Company must: (a) promptly give AllCare.ai written notice of the Infringement Claim; (b) give AllCare.ai sole control of the defense and settlement of the Infringement Claim (provided that AllCare.ai may not settle any Infringement Claim unless the settlement unconditionally releases Company of all liability); and (c) provide AllCare.ai all reasonable assistance, at AllCare.ai’s expense. In the event of an Infringement Claim, or if AllCare.ai reasonably believes that the applicable Company Offering may infringe or misappropriate the rights of a third party, AllCare.ai may in its discretion and at no cost to Company: (i) modify the applicable Company Offering so that it no longer infringes or misappropriates; (ii) obtain a license for Company’s continued use of the applicable Company Offering in accordance with this Agreement; or (iii) terminate this Agreement in accordance with its termination provisions.

Indemnification by Company:
Company agrees to defend, indemnify and hold harmless AllCare.ai, its officers, directors, employees, agents and affiliates (the “Indemnitees”) from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) brought by third parties (including any end user) resulting from or relating to: (a) any personal injury, tort, medical malpractice, or other acts, errors, or omissions in the accuracy of any medical orders and prescriptions, delivery of medical care or medical information, or which otherwise arise out of, or are in any way connected with Company’s data, access to or use of a Company Offering, negligent or wrongful act(s), or violation of applicable laws (a “Claim Against AllCare.ai”). Company will indemnify the Indemnitees from and against the resulting direct damage and attorneys’ fees, whether or not such Claims Against AllCare.ai were foreseeable, provided that AllCare.ai must: (a) promptly give Company written notice of the Claim Against AllCare.ai; (b) give Company sole control of the defense and settlement of the Claim Against AllCare.ai (provided that Company may not settle any Claim Against AllCare.ai unless the settlement unconditionally releases AllCare.ai of all liability); and (c) provide Company all reasonable assistance, at Company’s expense.

Indemnity Exclusions:
The indemnification obligations set forth in Section 8.1 do not apply to claims to the extent they arise from: (a) Company’s use of a Company Offering in violation of this Agreement or applicable law; (b) Company’s use of a Company Offering after AllCare.ai notifies Company to discontinue use because of an Infringement Claim; and (c) modifications to the services or use of the services in combination with any software, application, or service not made or provided by AllCare.ai.

SMS COMMUNICLIMITATION OF LIABILITYATIONS

AllCare.ai SHALL NOT BE LIABLE TO COMPANY FOR ANY CLAIM, LOSS, DAMAGES, LIABILITY, OR EXPENSES THE COMPANY MAY SUFFER OR INCUR AS A RESULT OF, ARISING OUT OF, OR IN ANY WAY CONNECTED TO THE COMPANY OFFERINGS. THE COMPANY ALSO AGREES AND ACKNOWLEDGES THAT ALLCARE.AI IS NOT LIABLE TO IT, AND HEREBY RELEASES AND WAIVES ALL CLAIMS, FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, AGGRAVATED, OR EXEMPLARY DAMAGES, OR LOSS OF USE, DATA, FILES, BUSINESS, INCOME, OR PROFITS, EVEN IF ALLCARE.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, LOSS, DAMAGES, LIABILITY, OR EXPENSES BY THE COMPANY OR OTHERS. IN NO EVENT SHALL ALLCARE.AI’S LIABILITY RELATED TO, ARISING OUT OF, OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY ALLCARE.AI UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE OF THE APPLICABLE CLAIM.

TERM AND TERMINATION

Term:
Shall commence on the Effective Date stated in the Subscription Order or Online Purchase Order or Quotes or Order Forms and shall continue in full force and effect for a period of twelve (12) months unless terminated in accordance with its terms. This Agreement shall be renewed automatically for successive one-year periods unless either party notifies the other party in writing at least 60 days prior to the expiration of the then-current term of its intention not to renew the Agreement.

Survival:
Provisions such as Section 2 (Fees and Payment), Section 4 (Data Ownership), Section 6 (Confidentiality), Section 7.3 (AllCare.ai’s Disclaimer of Warranties), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 12 (Notices), and Section 13 (General Provisions) shall survive the termination or expiration of this Agreement.

SUPPORT AND SERVICE LEVEL AGREEMENT

AllCare.ai and Company will cooperatively resolve incidents and problems that may arise relating to the integration, such as connectivity between systems, data transmission, or message processing by either system in accordance with the Service Level Agreement (“SLA”). The SLA applies to the Company Offerings outlined in the Agreement. This SLA becomes effective when the integration is enabled in the production environment with at least one mutual Customer/Company and remains in effect until the integration is disabled or the partnership is dissolved. Customer/Company may open a support case by contacting the AllCare.ai Help Desk at (949) 570-7750 or hi@allcare.ai.

NOTICES

Notices to AllCare.ai:
Notices to AllCare.ai shall be addressed to 18650 MacArthur Blvd Suite 450, Irvine, CA 92612

Notices to Company:
Notices to Company shall be addressed to the relevant contact designated by Company on the signature page of this Agreement, or any Subscription Order or Online Purchase Order or Order Forms, or as provided in the applicable Company Offering.

Manner of Giving Notice:
Except as otherwise set forth herein, all notices under any valid Agreement will be deemed to have been duly given (a) when received, if personally delivered; (b) when sent, if by facsimile or email sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours (with confirmation of transmission); (c) and upon receipt, if sent by certified or registered mail or a nationally recognized courier service.

RIGHT TO CHANGE TERMS AND CONDITIONS

AllCare.ai may, at any time and from time to time, in its sole discretion, change these Terms of Use. Any changes to these Terms of Use will be effective immediately upon posting of the changed Terms and Conditions on AllCare.ai’s website. You agree to review these Terms and Conditions periodically, and your use of the website following any such change constitutes your agreement to follow and be bound by such changed Terms of Use.