Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between CareOps Technologies, Inc. ("CareOps," "we," "us," or "our") and the healthcare organization or individual ("Customer," "you," or "your") accessing or using the CareOps medication management and care operations platform (the "Service").

By accessing or using the Service, clicking "I agree," creating an account, or otherwise indicating acceptance, you: (a) represent that you have the authority to enter into these Terms on behalf of your organization; (b) acknowledge that you have read and understood these Terms; and (c) agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must not access or use the Service. Use of the Service is conditioned on acceptance of these Terms.

CareOps provides a cloud-based software platform designed exclusively for licensed healthcare facilities, including Residential Care Facilities for the Elderly (RCFE), Skilled Nursing Facilities (SNF), Adult Residential Facilities (ARF), and related care settings. The Service includes:

• Electronic Medication Administration Record (eMAR) management
• Physician order management and medication tracking
• Controlled substance count logs and reconciliation
• Incident reporting and documentation tools
• Resident profiles, care plans, and assessment tools
• Staff scheduling and certification tracking
• Regulatory compliance tools aligned with California Title 22
• AI-assisted clinical decision support (informational only)
• Family portal for authorized resident representatives
• Reporting, audit logs, and data export

Not a Medical Device: CareOps is a documentation and care operations platform. It is not a medical device, does not provide medical advice, and does not replace the clinical judgment of licensed healthcare professionals. AI-generated content is informational only.

To use CareOps, you must: (a) be a licensed healthcare organization or employed by one; (b) have all required state and federal licenses to operate your facility; (c) be at least 18 years of age; and (d) have legal authority to enter into binding agreements.

You are responsible for ensuring that all users added to your account ("Authorized Users") are trained, licensed where required, and comply with these Terms. You will promptly deactivate accounts for individuals who leave your organization or no longer require access.

CareOps reserves the right to verify licensure and deny service to facilities that do not meet eligibility requirements or that use the Service in a manner inconsistent with its intended purpose.

You agree to provide accurate, current, and complete information during registration. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

Multi-factor authentication (MFA) is available and strongly recommended for all accounts. For accounts accessing Protected Health Information (PHI), MFA may be required by your organization's HIPAA Security Rule obligations.

You agree to notify CareOps immediately at legal@careops.ai of any unauthorized use of your account or any breach of security. CareOps will not be liable for any loss or damage arising from unauthorized use of your credentials.

Access to the Service requires a paid subscription. CareOps offers the following subscription tiers: Core (formerly Starter), Professional, and Enterprise. Pricing is detailed at careops.ai/pricing.

Trial Period: New customers receive a 14-day free trial. No payment information is required to start a trial. At the end of the trial, you must subscribe to continue using the Service.

Billing: Subscriptions are billed monthly or annually in advance via credit card through our payment processor (Stripe). Annual subscriptions are billed as a single payment and save approximately two months compared to monthly billing.

Automatic Renewal: Subscriptions renew automatically unless cancelled at least 24 hours before the renewal date. You may cancel at any time through the billing portal in your account settings.

Price Changes: CareOps may modify subscription pricing with 30 days' advance notice. Continued use of the Service after the effective date constitutes acceptance of the new pricing.

Refunds: Monthly subscriptions are non-refundable. Annual subscriptions may receive a pro-rated refund for unused months if cancelled within 30 days of billing. Enterprise contracts have separate refund terms specified in the applicable order form.

Taxes: Prices exclude applicable taxes. You are responsible for all taxes associated with your subscription.

CareOps operates as a Business Associate (as defined by HIPAA) with respect to Protected Health Information (PHI) that you, as a Covered Entity, input into the Service.

Business Associate Agreement (BAA): A BAA is required before you may input any PHI into the Service. By accepting these Terms, you also agree to the CareOps Business Associate Agreement, available at careops.ai/hipaa. The BAA is incorporated by reference into these Terms.

Your Responsibilities: As a Covered Entity, you are responsible for: (a) obtaining all required patient authorizations; (b) ensuring PHI is only entered by Authorized Users; (c) complying with all applicable HIPAA Privacy and Security Rule requirements; and (d) promptly notifying CareOps of any suspected security incidents.

De-identified Data: CareOps may use aggregated, de-identified data (not traceable to any individual) for service improvement, product development, and analytics. Such use is permitted under HIPAA and does not constitute a breach of these Terms.

You agree not to use the Service to:

• Violate any applicable law, regulation, or professional licensing requirement
• Input false, fabricated, or misleading patient records or clinical data
• Access or attempt to access accounts or data belonging to other organizations
• Transmit malware, viruses, or any malicious code
• Attempt to reverse-engineer, decompile, or disassemble any component of the Service
• Resell or sublicense access to the Service without written authorization
• Use automated scripts to extract data in bulk (except via authorized API)
• Interfere with or disrupt the integrity or performance of the Service
• Use the AI features for purposes other than supporting legitimate care operations

CareOps reserves the right to suspend or terminate accounts that violate this policy without prior notice.

The Service, including all software, algorithms, designs, interfaces, documentation, and AI models, is owned by CareOps and protected by United States and international intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable license to use the Service during your subscription term.

Your Data: You retain all ownership rights to the data you input into the Service ("Customer Data"), including all PHI. CareOps does not claim ownership of Customer Data.

Feedback: Any feedback, suggestions, or ideas you provide to CareOps may be used by CareOps without restriction or compensation. You grant CareOps a perpetual, irrevocable, royalty-free license to use such feedback.

CareOps implements administrative, technical, and physical safeguards designed to protect Customer Data, including PHI, in accordance with HIPAA Security Rule requirements. These safeguards include:

• AES-256 encryption for data at rest and TLS 1.2+ for data in transit
• Access controls, role-based permissions, and audit logging
• Automated backups with point-in-time recovery capabilities
• Vulnerability scanning and periodic security assessments
• Employee security training and background check requirements

CareOps targets 99.9% monthly uptime for the Service, excluding scheduled maintenance. Scheduled maintenance windows are communicated with at least 24 hours' notice where practicable.

Each party agrees to keep confidential any non-public information disclosed by the other party and to use such information only as necessary to perform obligations under these Terms. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.

You agree to indemnify, defend, and hold harmless CareOps, its officers, directors, employees, agents, and licensors from any claim, liability, damage, loss, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of applicable law or regulation; (d) your organization's failure to comply with HIPAA or other healthcare privacy laws; or (e) any negligent or willful act or omission of your Authorized Users.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CAREOPS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF CAREOPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAREOPS'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO CAREOPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. CAREOPS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Clinical Disclaimer: CareOps AI features provide informational assistance only. AI-generated content does not constitute medical advice, clinical recommendations, or regulatory guidance. All clinical decisions must be made by qualified, licensed healthcare professionals. CareOps is not responsible for any patient care decisions made in reliance on AI-generated output.

Regulatory Compliance: While CareOps is designed to support California Title 22 compliance workflows, CareOps does not guarantee that use of the Service ensures compliance with any regulation. Compliance is the responsibility of the licensed facility.

Termination by You: You may terminate your subscription at any time through the billing portal or by contacting legal@careops.ai. Termination takes effect at the end of the current billing period.

Termination by CareOps: CareOps may suspend or terminate your access immediately if you: (a) violate these Terms or the Acceptable Use Policy; (b) fail to pay subscription fees; (c) engage in conduct harmful to other users or the platform; or (d) operate a facility whose license has been revoked or suspended.

Data Retention: Upon termination, you may export your data for up to 30 days. After 30 days, CareOps will delete Customer Data in accordance with its data retention policy and applicable law, except where retention is required by law or the BAA.

Sections 6, 8, 10, 11, 12, 13, and 15 survive termination.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws provisions. Any dispute arising under these Terms will be resolved by binding arbitration in San Francisco, California, pursuant to the JAMS Streamlined Arbitration Rules, except that either party may seek injunctive relief in a court of competent jurisdiction.

You waive any right to participate in a class-action lawsuit or class-wide arbitration against CareOps.

Entire Agreement: These Terms, together with the Privacy Policy and BAA, constitute the entire agreement between you and CareOps regarding the Service and supersede all prior agreements.

Modifications: CareOps may modify these Terms at any time. We will provide notice via email or in-app notification at least 30 days before material changes take effect. Continued use after the effective date constitutes acceptance.

Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.

No Waiver: Failure to enforce any provision does not constitute a waiver of that provision.

Assignment: You may not assign these Terms without CareOps's prior written consent. CareOps may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

For questions about these Terms, please contact: