Terms of Service

1. Definitions

• "Carelytics," "we," "us," "our" — Carelytics Inc., a U.S. corporation operating the Carelytics platform.
• "Platform" — The Carelytics cloud-based software-as-a-service application, including all features, modules, APIs, and content provided at carelytics.health.
• "Customer" — The home health agency or other healthcare organization that has subscribed to the Platform under a paid or trial subscription agreement.
• "Authorized Users" — Employees, contractors, and personnel of the Customer who are granted platform access by the Customer.
• "PHI" — Protected Health Information as defined under HIPAA (45 CFR §160.103).
• "BAA" — Business Associate Agreement executed between Carelytics and the Customer, as required by HIPAA.
• "Customer Data" — All data, including PHI, uploaded to or generated within the Platform by the Customer or its Authorized Users.

2. Services

Subject to these Terms and payment of applicable fees, Carelytics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Customer's internal business operations — specifically for the management of home health agency operations, including clinical documentation, scheduling, EVV, billing, payroll, and compliance.

The Platform is a multi-tenant SaaS service. Carelytics reserves the right to update, modify, or discontinue any feature of the Platform with reasonable advance notice, provided that material changes will be communicated at least 30 days in advance to Customer administrators.

Carelytics will use commercially reasonable efforts to ensure Platform availability of 99.5% uptime per calendar month, excluding scheduled maintenance windows (which will be communicated at least 48 hours in advance), emergency security patches, and circumstances beyond our reasonable control (see Section 15, Force Majeure).

3. HIPAA Obligations — Customer as Covered Entity

Customer agrees to:

• Execute and maintain a valid Business Associate Agreement (BAA) with Carelytics before storing any PHI in the Platform. No PHI may be uploaded prior to BAA execution.
• Only upload or process PHI for which Customer has a lawful basis under HIPAA, including appropriate patient authorizations or treatment, payment, and operations purposes.
• Maintain and provide to patients a compliant Notice of Privacy Practices (NPP) as required by 45 CFR §164.520.
• Ensure all Authorized Users receive adequate HIPAA training and understand their obligations regarding PHI handling within the Platform.
• Implement reasonable policies to govern Authorized User access, including prompt deactivation of accounts upon employee termination or role change.
• Comply with all applicable state and federal privacy and security laws governing the PHI processed through the Platform.
• Maintain all required documentation under HIPAA, including policies, procedures, and training records.
• Promptly report to Carelytics any suspected security incident involving PHI accessed through the Platform at hi@carelytic.ai.
• Be responsible for timely breach notification to patients, HHS, and media as required by the HIPAA Breach Notification Rule for breaches originating within Customer's control.

4. Account Security and Access

Customer is responsible for:

• Maintaining the confidentiality of all account credentials
• All activities that occur under Customer's account
• Ensuring that each Authorized User uses their own unique login credentials — sharing accounts is prohibited
• Immediately notifying Carelytics at hi@carelytic.ai of any known or suspected unauthorized access to the account
• Restricting access to the Platform to Authorized Users only, and revoking access promptly when a user no longer requires it

Carelytics is not responsible for any loss or damage resulting from Customer's failure to maintain the security of its account credentials. Carelytics will never ask for Customer's password via email, phone, or chat.

5. Acceptable Use Policy

Customer and all Authorized Users agree NOT to use the Platform to:

• Violate any applicable law, including HIPAA, HITECH, state privacy laws, or CMS conditions of participation
• Upload or process PHI without a valid, executed BAA with Carelytics
• Access, tamper with, or attempt to access data belonging to another Customer's tenant
• Submit false, fraudulent, or misleading billing information to Medicare, Medicaid, or any payer
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform
• Transmit viruses, malware, or other harmful code
• Engage in unauthorized scraping, crawling, or automated access to the Platform beyond normal use
• Use the Platform for competitive intelligence gathering or to build a competing product
• Exceed allocated storage, bandwidth, or API call limits in a manner that degrades service for others
• Harass, threaten, or harm any person via the Platform's communication features

Violations of this Acceptable Use Policy may result in immediate suspension or termination of access without refund and may be reported to relevant regulatory authorities.

6. Customer Data Ownership

Customer retains full ownership of all Customer Data, including all PHI. Carelytics claims no intellectual property rights over Customer Data.

Customer grants Carelytics a limited, non-exclusive, royalty-free license to process Customer Data solely as necessary to: (a) provide and operate the Platform, (b) provide customer support, (c) comply with legal obligations, and (d) create anonymized, aggregated product usage statistics that do not identify any individual patient, Customer, or Authorized User.

Carelytics will never sell, license, or disclose Customer Data to any third party except as expressly permitted by the BAA, these Terms, or required by law.

7. Intellectual Property

The Carelytics Platform, including its software, design, features, algorithms, documentation, and trademarks ("Carelytics IP"), is the exclusive property of Carelytics Inc. and is protected by United States and international intellectual property laws.

Nothing in these Terms grants Customer any right, title, or interest in the Carelytics IP other than the limited license to access and use the Platform as described in Section 2. Any unauthorized use of Carelytics IP is strictly prohibited.

8. Fees, Billing, and Payment

Subscription fees are as set forth in the applicable order form or subscription agreement. Unless otherwise specified:

• Fees are invoiced monthly or annually in advance and are non-refundable except as expressly stated
• Unpaid invoices bear interest at 1.5% per month (18% per annum) after 30 days past due
• Carelytics may suspend access (with 10 days' written notice) for non-payment of undisputed invoices
• Carelytics reserves the right to adjust pricing with at least 60 days' written notice to Customer administrators; continued use after the price change effective date constitutes acceptance
• All fees are exclusive of applicable taxes, which are the responsibility of the Customer

Customers on annual plans may request a prorated refund for unused months if terminating for cause (material breach by Carelytics). Termination for convenience does not entitle Customer to any refund of prepaid annual fees.

9. Term and Termination

The subscription term begins on the activation date and continues for the period stated in the order form (month-to-month or annual). Unless terminated, subscriptions renew automatically for successive periods equal to the initial term.

Termination by Customer: Customer may terminate by providing 30 days' written notice to hi@carelytic.ai before the end of the current billing period.

Termination for Cause: Either party may terminate immediately if the other party materially breaches these Terms (including any BAA) and fails to cure the breach within 30 days of written notice (or 5 days for security-related breaches).

Effect of Termination:

• Customer's access to the Platform is disabled at the termination date
• Carelytics will provide a data export within 30 days of termination upon written request
• Following 90 days post-termination (or earlier if Customer confirms receipt of data), Carelytics will securely delete all Customer Data unless retention is required by law
• Sections 3, 6, 7, 10, 11, 12, 13, and 16 survive termination

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information (meaning any non-public information disclosed in connection with the service that is designated as confidential or that reasonably should be understood to be confidential given its nature) using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Carelytics treats all Customer Data and PHI as Confidential Information. Neither party will disclose the other's Confidential Information except to employees and contractors with a need to know who are subject to written confidentiality obligations at least as protective as this section.

11. Warranties and Disclaimers

Carelytics warrants that: (a) the Platform will perform materially in accordance with any applicable documentation; (b) Carelytics will implement and maintain appropriate HIPAA-required safeguards for PHI; and (c) Carelytics has the right to provide the services under these Terms.

Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARELYTICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

No Clinical or Legal Advice: The Platform is a software tool to assist home health agency operations. It does not provide medical, clinical, legal, or compliance advice. Customers and their licensed clinicians are solely responsible for all clinical decisions, patient care, regulatory compliance, and the accuracy of all documentation entered into the Platform.

12. Limitation of Liability

Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARELYTICS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability: CARELYTICS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM — WHETHER IN CONTRACT, TORT, OR OTHERWISE — WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CARELYTICS IN THE 12 MONTHS PRECEDING THE CLAIM.

Exceptions: The limitations above do not apply to: (a) death or personal injury caused by Carelytics's gross negligence or willful misconduct; (b) Carelytics's indemnification obligations under Section 13; or (c) either party's obligations under the BAA with respect to a confirmed PHI breach caused by Carelytics's failure to maintain required HIPAA safeguards.

13. Indemnification

By Carelytics: Carelytics will defend, indemnify, and hold harmless Customer from and against any third-party claims arising from: (a) Carelytics's gross negligence or willful misconduct; or (b) Carelytics's infringement of a third party's intellectual property rights.

By Customer: Customer will defend, indemnify, and hold harmless Carelytics from and against any third-party claims arising from: (a) Customer's violation of these Terms, the BAA, or applicable law including HIPAA; (b) Customer's fraud or billing violations to Medicare, Medicaid, or other payers; (c) Customer Data infringing a third party's intellectual property rights; or (d) Customer's use of the Platform in a manner not authorized by these Terms.

14. Regulatory Compliance Representations

Customer represents and warrants that:

• Customer holds all required federal and state licenses and certifications to operate as a home health agency or other healthcare provider
• Customer is not excluded from participation in Medicare, Medicaid, or any federal or state healthcare program
• Customer will use the Platform only for lawful purposes, including compliant billing to Medicare and Medicaid
• All clinical documentation entered into the Platform is accurate, truthful, and supported by the underlying care delivered
• Customer will comply with all applicable CMS conditions of participation, state Medicaid rules, and EVV requirements

Carelytics does not guarantee that use of the Platform will ensure regulatory compliance and is not responsible for Customer's failure to maintain required licensure, certifications, or compliance with billing rules.

15. Force Majeure

Neither party will be in breach of these Terms for any delay or failure in performance caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, labor disputes, pandemic, internet or telecommunications provider outages, or cyber-attacks against Carelytics's infrastructure providers. The affected party must provide prompt written notice and use commercially reasonable efforts to resume performance.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising from these Terms will first be submitted to good-faith negotiation between senior representatives of each party for a period of 30 days.

If negotiation fails, disputes will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. Arbitration will be conducted in English. Either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

Class Action Waiver: Each party waives any right to bring or participate in a class action, class-wide arbitration, or other representative proceeding. All disputes will be resolved on an individual basis.

17. General Provisions

• Entire Agreement: These Terms, along with the Privacy Policy, BAA, and any signed order forms, constitute the entire agreement between the parties regarding the Platform, superseding all prior discussions and representations.
• Amendments: Carelytics may modify these Terms with 30 days' written notice. Material changes to the BAA require Customer's written consent. Continued use after the effective date of non-material changes constitutes acceptance.
• Assignment: Customer may not assign these Terms or any rights under them without Carelytics's prior written consent. Carelytics may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure by either party to enforce any provision of these Terms will not constitute a waiver of that party's right to enforce it in the future.
• Notices: Legal notices to Carelytics must be sent by email to hi@carelytic.ai. Carelytics will deliver notices to Customer administrators via email to the address on file.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18. Contact Information