Terms of Service

These Terms of Service (the "Terms") form a binding agreement between WAVE TECHNOLOGIES LLC, a Washington limited liability company with offices in Kirkland, WA 98034 (the "Company", "We", "Us", or "Our"), and the entity or individual that creates an Account, executes an Order Form, or otherwise accesses or uses the Service ("Customer", "You", or "Your").

By creating an Account, executing an Order Form, clicking "I Agree", or otherwise accessing or using the Service, You acknowledge that You have read, understood, and agree to be bound by these Terms and by Our Privacy Policy. If You do not agree to these Terms, You must not access or use the Service.

1. Definitions

For the purposes of these Terms:

• Account means a unique account created for a Customer or its Authorized Users to access the Service.
• Application refers to the CareWave mobile and web software provided by the Company.
• Authorized User means an End User authorized by Customer to access the Service under Customer's Account.
• Business Associate Agreement or BAA means the agreement executed between Company and Customer governing the use and disclosure of PHI in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and its implementing regulations.
• Customer Content means any data, records, documents, photos, audio, video, location data, or other information that Customer or its Authorized Users submit to, generate within, or transmit through the Service, including any PHI.
• Documentation means the user manuals, online help, and other written materials that Company makes generally available describing the Service.
• Effective Date means the date that an Authorized User first accepts these Terms or the date set forth in an applicable Order Form, whichever is earlier.
• End User means a caregiver, staff member, administrator, or other individual authorized by Customer to access the Service through an Account.
• Order Form means an ordering document or online order executed between Company and Customer specifying the Service ordered, the Subscription Term, the Subscription Fees, and any additional terms.
• PHI means "protected health information" as defined at 45 CFR 160.103.
• Service means the CareWave platform, the Application, related Documentation, and any associated services made available by Company.
• Subscription means Customer's right, during the Subscription Term, to access and use the Service as described in an Order Form.
• Subscription Fees means the fees payable by Customer for the Subscription, as set forth in an Order Form.
• Subscription Term means the period during which Authorized Users are permitted to access and use the Service.

2. Eligibility

The Service is intended for use by individuals who are at least eighteen (18) years of age and by organizations operating within the United States. By accepting these Terms on behalf of an organization, the individual accepting represents and warrants that they have the authority to bind that organization to these Terms. End Users may access the Service only with Customer's authorization and only for the purposes described in these Terms.

3. The Service

3.1 Subscription Grant

Subject to these Terms, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service solely for Customer's internal business operations and in accordance with the Documentation and any applicable Order Form.

3.2 Service Modifications

Company may modify, enhance, or replace features of the Service from time to time, provided that no modification will materially degrade the Service during the then-current Subscription Term. Company may release new features, including features made available under additional fees, that Customer may elect to purchase.

3.3 Beta Features

Company may make features designated as "beta", "preview", "experimental", or "early-access" available to Customer. Such features are provided AS-IS, without warranty of any kind, and Company may modify or discontinue them at any time without notice.

4. Accounts and Security

Customer is responsible for maintaining the confidentiality of all credentials used to access the Service and for all activities that occur under its Account, including the activities of its Authorized Users. Customer must:

• require Authorized Users to use unique credentials and not share credentials with any other person;
• immediately notify Company of any unauthorized access to or use of an Account, any compromised credentials, or any other actual or suspected security incident affecting the Service; and
• promptly deactivate the Accounts of Authorized Users who no longer require access.

Company may suspend any Authorized User's access where Company reasonably believes such suspension is necessary to protect the security or integrity of the Service or other customers.

5. Customer Responsibilities

Customer is solely responsible for:

• the accuracy, quality, legality, and appropriateness of all Customer Content;
• ensuring it has a lawful basis to submit any Customer Content, including PHI, to the Service, and obtaining all consents, authorizations, and notices required under HIPAA, applicable state law, and any other applicable law;
• training its Authorized Users on the appropriate use of the Service and on the handling of PHI;
• its compliance with all laws applicable to its operation of a home-care, staffing, or healthcare business, including licensure, registry, electronic visit verification, and wage-and-hour obligations;
• executing a BAA with the Company prior to transmitting any PHI through the Service; and
• the acts and omissions of its Authorized Users, which are deemed acts and omissions of Customer for purposes of these Terms.

6. Acceptable Use

Customer agrees that neither Customer nor any Authorized User will, and will not permit any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, ideas, or algorithms of the Service, except as expressly permitted by applicable law;
• copy, modify, or create derivative works of the Service, the Documentation, or any portion thereof;
• rent, lease, lend, sell, sublicense, assign, distribute, or otherwise make the Service available to any third party, except as expressly permitted by these Terms;
• use the Service to provide a service bureau, time-sharing, managed service offering, or similar service to any third party;
• use any robot, spider, scraper, or other automated means to access the Service for any purpose without Company's express prior written consent;
• interfere with or disrupt the integrity, performance, or security of the Service, including by introducing malware, viruses, or other harmful code, attempting to gain unauthorized access to the Service or its underlying infrastructure, or circumventing rate limits, throttles, or other use restrictions;
• use the Service in violation of HIPAA, any state caregiver registry rule, any law governing electronic visit verification, or any other applicable law or regulation;
• upload or transmit any content that is unlawful, harassing, defamatory, fraudulent, obscene, infringing of any third party's rights, or otherwise objectionable;
• use the Service to develop or train a machine-learning model or competing product; or
• remove or obscure any proprietary or other notices contained in the Service or the Documentation.

Company may investigate any suspected violation of this Section, and Customer will reasonably cooperate with Company's investigation. Company may suspend or terminate access for violations consistent with Section 14.

7. Fees and Payment

7.1 Subscription Fees

Customer will pay Company the Subscription Fees and any other fees specified in the applicable Order Form. Except as otherwise expressly stated in an Order Form or these Terms, all fees are non-refundable and non-cancelable, and all amounts are denominated in U.S. dollars.

7.2 Invoicing and Payment

Unless otherwise specified in an Order Form, Company will invoice Customer in advance for the applicable Subscription Term, and payment is due within thirty (30) days of the invoice date. Overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the date due until paid in full. Customer will reimburse Company for reasonable costs of collection.

7.3 Taxes

The fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, withholding, or excise taxes, assessable by any jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases, excluding taxes based on Company's net income, property, or employees.

7.4 Suspension for Non-Payment

If Customer's account is more than thirty (30) days past due, Company may, without limiting its other rights and remedies, suspend Customer's access to the Service until the past-due amounts are paid in full, provided that Company has given Customer at least ten (10) days' prior written notice that its account is overdue.

8. Intellectual Property

8.1 Company IP

The Service, the Documentation, and all underlying technology, software, designs, trademarks, logos, and content (collectively, the "Company IP"), and all intellectual property rights therein, are and will remain the exclusive property of Company and its licensors. Except for the limited rights expressly granted in these Terms, Company reserves all rights, title, and interest in and to the Company IP.

8.2 Customer Content

As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer hereby grants Company a non-exclusive, worldwide, royalty-free right and license to host, copy, transmit, display, and process Customer Content solely (a) to provide and maintain the Service, (b) to prevent or address service or technical problems, (c) as expressly permitted in writing by Customer, (d) as compelled by law in accordance with Section 11 (Privacy and HIPAA), or (e) to generate aggregated, anonymized data that does not identify Customer or any individual and that Company may use for any lawful business purpose.

8.3 Feedback

Customer may from time to time provide suggestions, comments, or other feedback to Company with respect to the Service ("Feedback"). Customer grants Company a perpetual, irrevocable, royalty-free, worldwide license to use, disclose, reproduce, modify, license, distribute, and otherwise exploit Feedback for any purpose, without obligation or attribution to Customer.

9. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's business ("Confidential Information"). Confidential Information of Company includes non-public information regarding features, functionality, and performance of the Service. Confidential Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Service, including Customer Content.

The Receiving Party agrees: (i) to take reasonable precautions to protect the Confidential Information of the Disclosing Party, which shall in no event be less than the precautions it takes to protect its own confidential information of a similar nature; and (ii) not to use or divulge to any third person any such Confidential Information, except as expressly permitted under these Terms. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without breach of these Terms, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party.

10. Privacy and HIPAA

Company's collection and use of personal information in connection with the Service is described in the Privacy Policy, which is incorporated into these Terms by reference. To the extent Customer transmits PHI through the Service, the parties will execute a Business Associate Agreement prior to such transmission, and the BAA, once executed, will govern the use and disclosure of PHI to the extent of any conflict with these Terms. Customer represents and warrants that it will not transmit PHI through the Service prior to executing a BAA with Company.

11. Warranties and Disclaimers

11.1 Limited Warranty

Company warrants that during the applicable Subscription Term the Service will perform materially in accordance with the Documentation. As Customer's sole and exclusive remedy, and Company's entire liability, for any breach of this warranty, Company will use commercially reasonable efforts to correct the non-conforming Service. If Company determines such remedy to be impracticable, Company may terminate the applicable Subscription and refund the prepaid, unused portion of the Subscription Fees for the affected Service.

11.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. THE SERVICE IS NOT INTENDED FOR USE IN ANY APPLICATION IN WHICH FAILURE COULD CAUSE PERSONAL INJURY OR DEATH, AND CUSTOMER WILL NOT RELY ON THE SERVICE AS THE SOLE BASIS FOR ANY CLINICAL DIAGNOSIS, TREATMENT, OR OTHER LIFE-CRITICAL DECISION.

12. Limitation of Liability

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATIONS WILL NOT APPLY TO: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; (B) A BREACH OF SECTION 9 (CONFIDENTIALITY); (C) A BREACH OF SECTION 6 (ACCEPTABLE USE); (D) A PARTY'S OBLIGATIONS UNDER ANY EXECUTED BAA; (E) AMOUNTS OWED BY CUSTOMER UNDER SECTION 7; OR (F) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

13. Indemnification

13.1 By Company

Company will defend Customer against any third-party claim alleging that the Service, as provided by Company and used in accordance with these Terms, infringes any United States patent, copyright, trademark, or trade secret of such third party, and will indemnify Customer for any damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved in writing by Company. Company's obligations in this Section will not apply to the extent the alleged infringement arises from (a) Customer Content; (b) modification of the Service by anyone other than Company; (c) combination of the Service with software, data, or items not supplied by Company, where the claim would not have arisen but for such combination; or (d) Customer's use of the Service in violation of these Terms or applicable law.

13.2 By Customer

Customer will defend Company and its affiliates, officers, directors, employees, and agents against any third-party claim arising out of or related to (a) Customer Content; (b) any breach by Customer or its Authorized Users of these Terms or any applicable law; (c) the acts or omissions of any Authorized User; or (d) Customer's alleged violation of HIPAA or any other law applicable to its operation of a home-care or healthcare business, and will indemnify Company for any damages finally awarded or agreed in a settlement.

13.3 Procedure

The indemnifying party's obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation or liability on the indemnified party may be entered into without the indemnified party's prior written consent; and (c) providing reasonable cooperation, at the indemnifying party's expense.

14. Term and Termination

14.1 Term

These Terms commence on the Effective Date and continue until all Subscriptions have expired or been terminated. The Subscription Term, including renewals, is as set forth in the applicable Order Form. Unless otherwise specified, Subscriptions renew automatically for successive periods equal to the expiring Subscription Term unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

14.2 Termination for Cause

Either party may terminate these Terms for cause (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Company may suspend or terminate Customer's access immediately on written notice for any breach of Section 6 (Acceptable Use) or Section 8 (Intellectual Property), or where required by law.

14.3 Effect of Termination

Upon termination, (a) Customer's right to access and use the Service will immediately cease; (b) Customer will pay Company all amounts accrued through the effective date of termination; and (c) for thirty (30) days following termination, Customer may request export of Customer Content in a Company-supported format. After such thirty (30)-day period, Company will have no obligation to retain Customer Content and will delete or de-identify it in accordance with the Privacy Policy and any applicable BAA, except where retention is required by law.

14.4 Survival

The following Sections will survive termination of these Terms: 1 (Definitions), 7 (Fees and Payment, with respect to amounts accrued prior to termination), 8 (Intellectual Property), 9 (Confidentiality), 11.2 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14.3 (Effect of Termination), 14.4 (Survival), 15 (Governing Law and Disputes), and 17 (General).

15. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction of, and venue in, the state and federal courts located in King County, Washington for any action arising out of or relating to these Terms.

Before initiating any litigation, the disputing party will give the other party written notice of the dispute and a reasonable opportunity (not less than thirty (30) days) to resolve it in good faith. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS.

16. Modifications

Company may modify these Terms from time to time. Company will provide notice of any material change at least thirty (30) days before the change takes effect, by posting the updated Terms on this page and updating the "Last updated" date and, where appropriate, by email or in-product notice. Continued use of the Service after the effective date of the modified Terms constitutes acceptance of the modified Terms. If Customer does not agree to a modification, Customer's sole remedy is to terminate its Subscription as of the effective date of the modification, in which case Company will refund the prepaid, unused portion of the Subscription Fees.

17. General

17.1 Assignment

Customer may not assign these Terms or any rights or obligations under them, by operation of law or otherwise, without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any unauthorized assignment is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties' respective successors and permitted assigns.

17.2 Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, governmental action, labor disputes, internet or telecommunications failures, denial of service attacks, or natural disasters.

17.3 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

17.4 Entire Agreement

These Terms, together with the Privacy Policy, any applicable BAA, and any Order Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning that subject matter. In the event of a conflict, the order of precedence is (a) the BAA (with respect to PHI), (b) the Order Form, (c) these Terms, and (d) the Privacy Policy.

17.5 No Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

17.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

17.7 Electronic Signatures and Notices

Each party consents to the use of electronic signatures and electronic delivery of notices in connection with these Terms. Notices to Company must be sent to hello@carewave.us with a copy to WAVE TECHNOLOGIES LLC, Kirkland, WA 98034. Notices to Customer will be sent to the email address associated with the Account.

17.8 Export Compliance

The Service may be subject to U.S. export control laws, including the U.S. Export Administration Regulations. Customer will not, directly or indirectly, export, re-export, or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law.

17.9 Government End Users

The Service is "commercial computer software" and the Documentation is "commercial computer software documentation" pursuant to FAR 12.212 and DFARS 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure of the Service or the Documentation by the U.S. Government will be governed solely by these Terms.

Contact Us

If You have any questions about these Terms, You can contact us by email at hello@carewave.us.