Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and AveeCare LLC ("AveeCare," "Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of Arizona.

By accessing, registering for, or using our home care management platform, mobile applications, website (aveecare.com), and related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any other agreements referenced herein.

If you are agreeing to these Terms on behalf of an organization (such as a home care agency), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" shall refer to that organization.

2. Description of Services

AveeCare provides a cloud-based software-as-a-service (SaaS) platform designed for home care, home healthcare, hospice, and disability care agencies. Our Services include, but are not limited to:

• Scheduling and Calendar Management: Visit scheduling, caregiver assignment, and calendar coordination
• Visit Verification: GPS-based clock-in/out and visit documentation tools
• Patient Management: Patient profiles, care plans, medical records, medication tracking, and documentation
• Caregiver Management: Staff scheduling, credentials tracking, training records, and performance monitoring
• Mobile Applications: iOS and Android applications for caregivers in the field
• AI-Powered Features: Natural language assistant ("Avee"), automated report generation, smart scheduling, OCR document scanning, and intelligent form creation
• Communication Tools: HIPAA-compliant messaging, notifications, and alerts
• Reporting and Analytics: Compliance reports, business analytics, and custom report generation
• Billing Integration: Claims preparation and billing workflow support
• Branding and White-Label Controls: Agency logo and business name display, color and theme configuration, and branded public endpoints, login pages, client and family portals, generated documents, and outbound communications

2.2 Geographic Scope and Service Limitations

2.3 Self-Service Implementation

AveeCare is designed for self-service implementation. While we do not require demos or mandatory training to get started, you acknowledge and agree that:

• You accept full responsibility for properly implementing, configuring, and using the Services
• You are responsible for training your own staff on proper use of the platform
• AveeCare recommends but does not require training or onboarding assistance
• Optional training and implementation support are available upon request
• Failure to properly implement or configure the Services is not grounds for refund or claim against AveeCare
• You should test the Services thoroughly before relying on them for critical operations

3. Eligibility and Account Registration

3.1 Eligibility

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Be a licensed home care, home healthcare, hospice, or disability care provider operating lawfully in the United States (for agency accounts)
• Have the legal authority to enter into this Agreement
• Not have been previously suspended or removed from our Services

3.2 Account Registration

When registering for an account, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the confidentiality of your login credentials
• Immediately notify us of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account
• Not share account credentials with unauthorized individuals
• Not create accounts for others without their authorization

You acknowledge and agree that we may record information you submit through the signup process, in accordance with our Privacy Policy, including when you advance past individual steps of the signup form.

3.3 Account Types

Our Services support multiple user roles including administrators, staff members, caregivers, and patients/family members. Access levels and permissions are determined by your organization's administrator and our role-based access control system.

4. Subscription and Payment

4.1 Pricing and Plans

Our Services are provided on a subscription basis. Current pricing is available on our website at aveecare.com/pricing. We offer transparent, up-front pricing without requiring demos or long-term contract commitments to get started. Pricing is based on your active patient count and selected features.

4.2 Billing Terms

• Subscriptions are billed monthly in advance based on your active patient count
• Payment is due upon receipt of invoice
• We accept major credit cards and ACH bank transfers
• All fees are in U.S. dollars and are non-refundable except as specified herein
• You are responsible for all applicable taxes

4.3 Price Changes

We reserve the right to change our pricing, fees, billing methods, and payment terms at any time and for any reason, in our sole discretion. This includes but is not limited to:

• Increasing or decreasing subscription fees
• Adding new fees for existing or new features
• Changing the pricing structure or billing frequency
• Modifying the features included in each pricing tier
• Implementing usage-based charges or overage fees

For existing customers, we will provide at least 30 days' advance notice of any price increases via email or through the Services. Continued use of the Services after a price change becomes effective constitutes your acceptance of the new pricing. If you do not agree to the new pricing, your sole remedy is to cancel your subscription before the new pricing takes effect.

4.4 Late Payment

Failure to pay invoices within 30 days may result in late fees of 1.5% per month (or the maximum rate permitted by law), suspension of Services, and/or termination of your account. We reserve the right to use collection agencies and pursue legal remedies for unpaid amounts.

4.5 Refunds

Refunds are provided as follows:

• Cancellation Refunds: When you cancel your subscription, you are entitled to a prorated refund for the unused portion of your current billing period, calculated from the date of cancellation through the end of the paid period.
• Automatic Calculation: Prorated refunds are calculated automatically based on the number of days remaining in your billing period.
• Refund Method: Refunds will be issued to the original payment method within 10 business days of cancellation.
• Non-Refundable Items: Setup fees, implementation services, and any one-time charges are non-refundable once services have commenced.
• Termination for Cause: If we terminate your account for violation of these Terms, you are not entitled to any refund.

Refund requests or questions should be submitted to support@aveecare.com.

5. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

5.1 Prohibited Activities

• Use the Services for any unlawful purpose or in violation of any applicable laws, regulations, or industry standards
• Violate HIPAA, state healthcare privacy laws, or other healthcare regulations
• Access or use another user's account without authorization
• Input false, misleading, or fraudulent information, including falsifying visit records or location data
• Transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems, networks, or data
• Interfere with or disrupt the Services or servers/networks connected to the Services
• Reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code of any portion of the Services
• Modify, adapt, translate, or create derivative works based on the Services
• Remove, alter, or obscure any proprietary notices in the Services
• Use automated systems, bots, scripts, scrapers, or other automated means to access the Services without our written permission
• Resell, sublicense, lease, rent, or provide access to the Services to third parties without authorization
• Use the Services in any manner that could damage, disable, overburden, or impair the Services
• Harass, abuse, threaten, or harm another person through the Services
• Use AI features to generate content that violates laws or our policies
• Benchmark, test, or analyze the Services for competitive purposes without our written consent
• Use the Services to develop a competing product or service
• Attempt to circumvent any security measures, access controls, or usage limits
• Exploit bugs, vulnerabilities, or errors in the Services for any purpose

In addition to suspension and termination under Section 15.2, we may selectively disable, restrict, or permanently remove individual features from your account, including AI features and external integrations, where we determine in our sole discretion that they are being misused. See Section 11.5 (Selective Feature Restriction, Disablement, and Removal).

5.2 Account Security and Sharing Prohibitions

You are strictly prohibited from:

• Account Sharing: Sharing your login credentials, access tokens, or account access with any other person or entity, including employees, contractors, or affiliates who have not been properly provisioned as authorized users under your subscription
• Credential Distribution: Distributing, selling, or transferring account credentials to third parties
• Multi-User Access: Using a single user account for multiple individuals (each user must have their own unique account)
• Unauthorized Access: Accessing the Services using credentials obtained from another user or through unauthorized means
• Session Sharing: Sharing active sessions or logged-in devices with unauthorized users

Violation of these account security provisions may result in immediate suspension or termination of your account without notice or refund, and you may be held liable for any damages resulting from such violations.

5.3 Prohibition on Financial Gain and Abuse

You may not use the Services to:

• Generate fraudulent billing, claims, or invoices
• Manipulate visit records, time tracking, or location data for financial gain
• Submit false or inflated claims to insurance companies, Medicare, Medicaid, or other payers
• Engage in any form of billing fraud, upcoding, or unbundling
• Use our reports or data exports to misrepresent services provided
• Exploit the Services for any unauthorized commercial purpose
• Use AI-generated content to create fraudulent documentation
• Engage in money laundering or any financial crime through our billing features

5.4 Visit Verification and Location Data

If you use our GPS-based visit tracking features, you additionally agree to:

• Ensure caregivers clock in and out at actual service locations using GPS verification
• Not manipulate, falsify, or circumvent location data collection
• Maintain accurate records of services provided
• Train staff on proper visit documentation procedures

6. HIPAA and Healthcare Compliance

6.1 Business Associate Agreement

If you are a HIPAA Covered Entity or Business Associate, your use of our Services is subject to the Business Associate Agreement incorporated herein by reference. The terms of our Data Processing Agreement apply to all processing of Protected Health Information (PHI).

6.2 Customer Responsibilities

As a customer using our Services for healthcare purposes, you are responsible for:

• Ensuring your use of the Services complies with HIPAA and all applicable healthcare regulations
• Obtaining all necessary patient consents and authorizations
• Training your staff on proper handling of PHI within the Services
• Configuring appropriate access controls and permissions for your users
• Implementing minimum necessary standards for PHI access
• Maintaining your own HIPAA compliance program
• Reporting any suspected breaches or security incidents to us promptly

6.3 Our Responsibilities

AveeCare maintains comprehensive security and privacy safeguards as described in our HIPAA Compliance documentation. We will notify you of any breach of unsecured PHI as required by HIPAA.

7. Artificial Intelligence Features

7.1 AI-Powered Features

Our Services include artificial intelligence features including but not limited to: the "Avee" AI assistant, automated report generation, smart scheduling recommendations, OCR document scanning, and intelligent form creation. These features are designed to assist and augment human decision-making, not replace professional judgment.

7.2 AI Limitations and Disclaimers

7.3 Mandatory AI Output Verification Workflows

Failure to implement adequate verification workflows constitutes a material breach of these Terms. AveeCare reserves the right to audit customer verification procedures upon reasonable notice. You acknowledge that AI-generated content may contain errors and that verification is essential for safe and compliant use.

7.4 AI Data Usage

We may use de-identified, aggregated data to train and improve our AI models. We do not use identifiable PHI to train AI models without explicit authorization. Our AI features process data in accordance with our Privacy Policy and HIPAA requirements.

7.5 Customer Responsibility for AI Usage and Protected Information

You expressly acknowledge, agree, and accept full responsibility for the following:

• Data Submission Responsibility: You are solely responsible for determining what information is appropriate to submit to AI features. When you or your users submit queries, documents, or data to our AI assistant ("Avee") or any other AI-powered feature, you are facilitating the transfer of that information to AI processing systems. AveeCare is not responsible for any consequences arising from the information you choose to submit.
• PHI and Confidential Information: If you or your users submit Protected Health Information, patient data, confidential business information, or any other sensitive or protected information to our AI features, YOU assume all risk and liability associated with such submission. You acknowledge that AI systems process information differently than traditional database systems and that you have made an informed decision to utilize AI features with full knowledge of this distinction.
• User Training and Oversight: You are solely responsible for training, supervising, and monitoring all users within your organization (including but not limited to administrators, staff members, caregivers, and any other authorized users) regarding the appropriate and inappropriate use of AI features. This includes establishing internal policies governing what types of information may or may not be submitted to AI systems.
• Preventing Misuse: You are solely responsible for implementing controls, policies, and training to prevent your users from submitting information to AI features that could endanger patients, violate privacy laws, breach confidentiality obligations, or otherwise cause harm. AveeCare shall not be liable for any misuse of AI features by your users.
• AI Output Verification: You are solely responsible for reviewing, verifying, and validating all AI-generated outputs before use. AI-generated content may contain errors, omissions, inaccuracies, or inappropriate information. You must not rely on AI outputs without independent verification by qualified personnel.

7.6 Mandatory Notification to Clients, Patients, and Caregivers

Failure to comply with these notification requirements constitutes a material breach of these Terms of Service and may result in immediate suspension or termination of your access to AI features or the Services as a whole, without refund.

7.7 Complete Assumption of Risk and Liability

7.8 AI Feature Modifications and Discontinuation

AveeCare reserves the right to modify, suspend, or discontinue any AI feature at any time, for any reason, without notice or liability. This includes changes to AI models, processing methods, capabilities, or availability. You acknowledge that AI features are provided on an "as available" basis and that temporary or permanent unavailability of AI features does not entitle you to any refund, credit, or compensation.

Separately, and in addition to the foregoing, AveeCare may disable or restrict AI features, AI agents, and agentic workflows for your account specifically, or for individual users within your account, at its sole and absolute discretion. See Section 11.5 (Selective Feature Restriction, Disablement, and Removal).

8. Electronic Signatures and Digital Documents

8.1 Electronic Signature Features

Our Services may include features that allow users to collect, store, and manage electronic signatures on documents including but not limited to: patient intake forms, consent documents, care plans, disclosure acknowledgments, employment documents, and other agreements.

8.2 Electronic Signature Disclaimer

8.3 Your Obligations for Electronic Signatures

When using electronic signature features, you agree to:

• Obtain proper consent from signatories before collecting electronic signatures
• Provide signatories with the option to sign on paper if they prefer
• Ensure documents are accessible to signatories before and after signing
• Maintain accurate records of all electronic signature transactions
• Comply with all applicable laws regarding electronic signatures in your jurisdiction
• Not use electronic signature features for documents that legally require wet ink signatures
• Implement adequate identity verification procedures before collecting electronic signatures to verify the signatory is who they claim to be
• Document the identity verification method used for each electronic signature transaction

8.4 Indemnification for Electronic Signatures

You agree to indemnify and hold AveeCare harmless from any claims, damages, losses, or expenses arising from: (a) the invalidity or unenforceability of any electronic signature collected through our Services; (b) disputes regarding the authenticity of electronic signatures; (c) your failure to comply with applicable electronic signature laws; or (d) any third-party claims related to documents signed electronically through our Services.

9. Billing Integration and Financial Disclaimers

9.1 Billing Features Overview

Our Services include features that assist with billing preparation, claims management, and financial documentation for private pay, Medicare, long-term care insurance, and (where applicable) Medicaid billing. These features are administrative tools designed to assist your billing processes.

9.2 Insurance Billing Infrastructure — Application Required

9.2.1 EVV, Medicaid, and Clearinghouse Support — Export-Based Model

9.2.2 Medication Documentation (eMAR) and OASIS Assessment Support — Documentation-Tool Model

9.3 Billing and Claims Disclaimer

9.4 Financial Data Accuracy

You acknowledge and agree that:

• You are solely responsible for the accuracy of all financial data entered into the Services
• AveeCare does not verify the accuracy of billing rates, service codes, or payer information you enter
• Any calculations, reports, or summaries generated by the Services are based on data you provide and may contain errors
• You must independently verify all financial calculations before submitting claims or invoices
• AveeCare is not liable for any financial losses resulting from errors in billing data or calculations

9.5 Payment Processing

If our Services integrate with third-party payment processors, such integration is provided "as is." AveeCare is not responsible for payment processing errors, delays, chargebacks, or disputes. Your use of third-party payment services is governed by those providers' terms and policies.

9.6 Third-Party Integration Compliance

Our Services integrate with various third-party platforms and service providers, including but not limited to payment processors (e.g., Stripe), healthcare clearinghouses (e.g., Optum), cloud infrastructure providers (e.g., Amazon Web Services), electronic visit verification systems, and other healthcare technology platforms. By using our Services, you agree to comply with the terms of service, acceptable use policies, and all applicable agreements of each third-party service that you access or interact with through our platform.

Your failure to comply with any third-party provider's terms constitutes a violation of these Terms and may result in immediate suspension or termination of your account. AveeCare is not responsible for any consequences arising from your violation of third-party terms, including but not limited to account suspensions, financial penalties, claim rejections, or legal actions imposed by third-party providers.

You acknowledge that third-party integrations may be modified, suspended, or discontinued by their respective providers at any time, and that AveeCare bears no liability for any disruption, loss, or damage resulting from changes to third-party services.

10. Intellectual Property

10.1 Our Intellectual Property

The Services, including all software, content, features, functionality, designs, graphics, logos, and trademarks are owned by AveeCare or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our prior written consent.

10.2 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the subscription term.

10.3 Your Content

You retain ownership of all data, content, and information you input into the Services ("Your Content"). By using our Services, you grant us a limited license to process, store, and display Your Content solely as necessary to provide the Services. We do not claim ownership of Your Content.

Exception for Customer Marks. Your Content does not include Customer Marks as defined in Section 10.5. Customer Marks are governed exclusively by Sections 10.5 and 10.6, and the broader license granted in those Sections applies to them. If any item could be characterized as both Your Content and a Customer Mark, Sections 10.5 and 10.6 control with respect to that item.

10.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Services without any obligation to you.

10.5 Customer Marks, Business Name, and Branding License

The Services include branding, theming, and white-label controls that allow you to present the Services under your own identity. This Section governs our use of the brand assets you make available to us through those controls, and applies in addition to (and, where inconsistent, in place of) Section 10.3.

10.5.1 Definition of Customer Marks

"Customer Marks" means, collectively: your business name, legal entity name, trade name, assumed name or "doing business as" (DBA) name, brand name, agency name, and any abbreviation or stylization of the foregoing; and your logos, wordmarks, logomarks, icons, favicons, app icons, seals, badges, brand colors, brand typefaces, taglines, slogans, service marks, trademarks, and other identifying brand assets, whether or not registered.

Customer Marks are covered by this Section when you or any of your users upload, enter, submit, select, configure, generate, or otherwise make them available through the Services, including through:

• Branding, logo upload, theming, and white-label settings and controls
• Agency, organization, company, or account profile fields, including the business name you register with during signup
• Public-facing endpoints, public pages, booking or intake forms, and referral links
• Branded login pages, client and family portals, and caregiver-facing applications
• Documents, forms, care plans, invoices, statements, reports, and exports generated by the Services
• Emails, text messages, notifications, and other communications sent through or on behalf of your account
• Any other feature that displays, renders, transmits, or applies your branding

Your business name is a Customer Mark regardless of whether you upload a logo, and a logo is a Customer Mark regardless of whether it is registered as a trademark. Making any single Customer Mark available through the Services is sufficient to grant the license below as to that mark.

10.5.2 License You Grant to AveeCare

You hereby grant AveeCare a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to use, host, store, reproduce, publicly display, publicly perform, distribute, transmit, publish, and adapt the Customer Marks (including resizing, cropping, recoloring, converting file formats, and reformatting to fit our templates, layouts, and design systems) for the following purposes:

• Operating the Services: Rendering and applying your branding within the platform, your public-facing endpoints, branded login and portal pages, mobile applications, generated documents, and outbound communications, and storing and processing the Customer Marks as necessary to do so.
• Promotional and marketing use: Displaying your business name and logo on the AveeCare website, customer and partner lists, logo walls, case studies, success stories, testimonials, press releases, blog posts, newsletters, social media posts, email campaigns, paid and organic advertising, product screenshots, product tours, recorded and live demonstrations, and video content.
• Sales, fundraising, and business use: Including your business name and logo in sales presentations, proposals, requests for proposal, investor and lender presentations, pitch decks, financial and diligence materials, board materials, analyst briefings, trade show and conference booths and collateral, printed materials, app store and marketplace listings, partner and integration directories, and similar business materials.
• Reference to the relationship: Identifying you, truthfully, as a customer or user of AveeCare in any of the foregoing.

You acknowledge and agree that AveeCare may use the Customer Marks in materials and activities that generate revenue for AveeCare, attract customers, partners, capital, or investment to AveeCare, or otherwise financially, commercially, competitively, or reputationally benefit AveeCare, and that AveeCare determines the manner, medium, placement, prominence, frequency, and duration of any such use.

10.5.3 Our Sole Discretion; No Approval Right; No Compensation

10.5.4 Term of the License

This license takes effect when you first make a Customer Mark available through the Services and continues for as long as you maintain an active account or subscription with AveeCare, regardless of whether you later remove, replace, or stop using the Customer Mark within the Services.

Upon termination or expiration of your account or subscription, AveeCare will stop making new promotional uses of the Customer Marks within a commercially reasonable period. The license nonetheless survives termination with respect to: (a) materials created, produced, printed, published, distributed, submitted, or scheduled for distribution before termination; (b) archival, historical, internal, legal, and record-keeping copies of such materials; and (c) any use for which removal is not within AveeCare's reasonable control.

AveeCare has no obligation to recall, retract, destroy, unpublish, edit, or remove any material created or distributed while the license was in effect, including material that remains available on third-party platforms, in search engine caches or indexes, in social media feeds, in printed or physical collateral, in previously distributed presentations or recordings, or in archived versions of the AveeCare website.

10.5.5 Requests to Discontinue a Use

You may send a written request to legal@aveecare.com asking AveeCare to discontinue a specific, identified use of your Customer Marks. AveeCare will review such requests in good faith but is under no obligation to grant them. Any decision to honor a request, in whole or in part, is made in AveeCare's sole discretion, applies only to the specific use identified, and does not waive, limit, or terminate any other right granted under this Section.

10.5.6 Negotiated Alternatives

If your organization requires different branding or publicity terms, you must obtain a written amendment signed by an authorized representative of AveeCare before making any Customer Mark available through the Services. Purchase orders, vendor forms, supplier codes of conduct, marketing policies, click-through terms, and other documents issued by you do not modify this Section. Absent a signed written amendment from AveeCare, this Section applies in full.

10.6 Your Representations and Indemnity Regarding Customer Marks

Each time you make a Customer Mark available through the Services, you represent and warrant that:

• You own the Customer Mark or hold all rights, licenses, permissions, and consents necessary to grant the license in Section 10.5, including any rights held by designers, agencies, photographers, or other contributors
• You have the authority to grant that license on behalf of the organization the Customer Mark represents
• AveeCare's use of the Customer Mark as permitted by Section 10.5 will not infringe, dilute, or misappropriate the intellectual property, publicity, privacy, or other rights of any third party, and will not violate any law, regulation, or agreement binding on you
• You are not uploading or configuring marks belonging to a franchisor, licensor, payer, referral source, staffing partner, association, certifying body, or any other third party without that party's documented authorization covering the license in Section 10.5
• The Customer Marks do not contain, and are not derived from, any Protected Health Information or personal information of any individual

You are solely responsible for the accuracy of the business name and branding you register in the Services. AveeCare is entitled to rely on what you provide and has no duty to investigate, verify, clear, or search the Customer Marks.

Your indemnification obligations under Section 14 expressly extend to any claim, demand, action, proceeding, loss, liability, damage, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or relating to the Customer Marks or to AveeCare's use of them as permitted by Section 10.5, including claims of trademark infringement, unfair competition, false designation of origin, dilution, or violation of rights of publicity.

No transfer of ownership; no reciprocal license. AveeCare does not claim ownership of the Customer Marks, and nothing in Sections 10.5 or 10.6 transfers title to them. All goodwill arising from AveeCare's use of the Customer Marks inures to your benefit. Nothing in these Terms grants you any right to use the AveeCare name, the AveeCare logo, the "Avee" name, or any other AveeCare trademark, trade dress, or brand asset; any such use requires our prior written consent and remains subject to our brand guidelines.

11. Service Availability and Support

11.1 Service Level

We strive to maintain high availability for our Services but do not guarantee any specific uptime percentage or uninterrupted availability. Our Services are hosted on Amazon Web Services (AWS) infrastructure with enterprise-grade reliability, redundancy, and automatic failover capabilities.

11.2 Support

We provide customer support during business hours via email, chat, and phone. Critical issues affecting service availability receive priority response. Support contact information is available within the application and at support@aveecare.com.

11.3 Modifications to Services

We reserve the right, in our sole and absolute discretion, at any time and for any reason, to:

• Modify, update, or change any features, functionality, or content of the Services
• Add new features or services (which may be subject to additional fees)
• Remove, discontinue, or deprecate any features, functionality, or services
• Change the user interface, design, or workflow of the Services
• Modify system requirements, supported devices, or browsers
• Change API specifications, integrations, or data formats
• Update security measures, authentication requirements, or access controls
• Suspend the Services for maintenance, updates, or security reasons
• Discontinue the Services entirely with 90 days' notice

We will endeavor to provide reasonable notice of material changes when practicable, but we are under no obligation to do so for non-material changes, security updates, or emergency modifications. You acknowledge that the Services may change significantly over time and agree to accept such changes. We are not liable for any modification, suspension, or discontinuation of any portion of the Services. Your sole remedy if you do not agree with any changes is to terminate your subscription.

11.4 Data Loss and Recovery

11.5 Selective Feature Restriction, Disablement, and Removal

Whereas Section 11.3 concerns changes we make to the Services generally, this Section 11.5 concerns restrictions we may apply to your specific account. This right is separate from, and in addition to, our suspension and termination rights under Section 15.2. We are not required to suspend or terminate your account in order to restrict a feature, and restricting a feature is not a precondition to, or a substitute for, suspension or termination.

11.5.1 Features Subject to Restriction

This right applies to any part of the Services, including but not limited to:

• AI features and AI agents: The "Avee" assistant, AI agents and agentic or autonomous workflows, automated report and document generation, smart scheduling, OCR and document scanning, intelligent form creation, and any other AI-powered or model-backed capability, including per-user, per-model, per-request, and per-token limits
• External integrations and interoperability: Third-party integrations and connectors, payer and clearinghouse connections, accounting and payroll integrations, calendar and communication integrations, single sign-on, and any partner-provided functionality
• Programmatic access: APIs, API keys, webhooks, developer access, automation endpoints, and machine-to-machine credentials
• Data movement: Bulk import, bulk export, reporting exports, backup downloads, and data migration tooling
• Communications: Messaging, email sending, SMS and text notifications, push notifications, and broadcast or mass-communication tools
• Billing features: Claims preparation, claim submission, clearinghouse access, invoicing, statements, and payment tooling
• Branding and public surfaces: White-label and branding controls, custom domains, public-facing endpoints, public pages, branded login and portal pages, and referral or intake links
• Documents and records: Document generation, electronic signature, form builders, and template tooling
• Mobile and device capabilities: Mobile application features, offline mode, and location or GPS-dependent functionality
• Capacity and allowances: Storage quotas, file size limits, seat counts, request rates, retention windows, and any other usage allowance

11.5.2 Grounds for Restriction

We may exercise this right where we determine, in our sole discretion, that any of the following exists or may exist. This list is illustrative and not exhaustive, and we may act on any other basis we deem appropriate:

• Misuse, abuse, or use of a feature in a manner inconsistent with its intended purpose
• Excessive, anomalous, automated, scripted, or disproportionate consumption of a feature or of underlying compute, storage, model, or third-party capacity
• Use that creates or may create risk of harm to the Services, our infrastructure, other customers, your own users, patients, or any third party
• Violation or suspected violation of Section 5 (Acceptable Use Policy), Section 7 (Artificial Intelligence Features), or any other provision of these Terms
• Suspected fraud, falsification of records, billing irregularity, or other unlawful activity
• Actual or suspected security incident, credential compromise, account sharing, or unauthorized access
• Requirements, restrictions, rate limits, price changes, policy changes, or terminations imposed by our vendors, model providers, payers, clearinghouses, or other third-party providers
• Regulatory, legal, licensing, or compliance concerns, or a request or order from a regulator, payer, court, or law enforcement
• Nonpayment, chargeback, payment failure, or a plan or subscription tier that does not include the feature
• Reputational, competitive, or business risk to AveeCare
• Technical constraints, capacity limits, cost control, beta or experimental status of a feature, or product decisions

11.5.3 How This Right Is Exercised

11.5.4 No Refund, Credit, or Liability

You acknowledge and agree that the availability of any particular feature is not warranted and is not a material inducement to your subscription. Restriction, disablement, or removal of any feature under this Section:

• Does not entitle you to any refund, credit, offset, fee reduction, proration, or compensation
• Does not relieve you of your obligation to pay fees as they become due
• Does not constitute a breach of these Terms by AveeCare, a failure of consideration, or a material change to the Services
• Does not give rise to any liability to you, your users, your clients or patients, or any third party for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost business, regulatory exposure, or business interruption

You are solely responsible for maintaining business continuity, compliance, and documentation practices that do not depend on the continued availability of any individual feature. Your sole and exclusive remedy if you are dissatisfied with a restriction under this Section is to terminate your subscription under Section 15.1.

12. Disclaimers

13. Limitation of Liability

14. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless AveeCare and its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, licensors, service providers, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your access to or use of the Services
• Your violation of these Terms or any applicable policies
• Your violation of any applicable law, regulation, or industry standard, including but not limited to HIPAA, state privacy laws, billing regulations, and employment laws
• Your violation of any third party's rights, including privacy, intellectual property, or contractual rights
• Any content, data, or information you submit to or through the Services
• Your negligence, gross negligence, or willful misconduct
• Any claim that your use of the Services caused harm or damage to any third party, including patients, caregivers, or payers
• Any HIPAA breach, security incident, or unauthorized disclosure caused by your actions or omissions
• Any fraud, misrepresentation, or falsification of records, visit data, or billing information
• Any regulatory audit failures, investigations, penalties, fines, or adverse actions related to your compliance obligations
• Any disputes regarding the validity or enforceability of electronic signatures collected through the Services
• Any claims by payers related to billing errors, claim denials, or recoupment
• Any employment-related claims from your caregivers or staff
• Any patient care outcomes, injuries, or malpractice claims
• Your failure to obtain necessary consents or authorizations

AveeCare reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate fully with our defense of such claims. You agree not to settle any claim without AveeCare's prior written consent.

15. Termination

15.1 Termination by You

You may terminate your subscription at any time by providing written notice to support@aveecare.com. Upon termination by you, you may be entitled to a prorated refund for any unused prepaid fees at AveeCare's sole discretion, subject to any applicable early termination provisions in your subscription agreement.

15.2 Termination by Us

Without limiting the foregoing, we may suspend or terminate your access immediately, without prior notice or liability, for any reason including but not limited to:

• Breach or suspected breach of any provision of these Terms
• Failure to pay fees when due
• Fraudulent, deceptive, or illegal activity, or suspicion thereof
• Request or order by law enforcement, regulatory authority, or court
• Actions that may cause legal liability or harm to us, other users, or third parties
• Extended periods of inactivity
• Technical or security issues
• Discontinuation of the Services or any portion thereof
• Business reasons, including but not limited to changes in our business model, strategy, or operations
• Your account being flagged for suspicious activity or security concerns
• Violation of our acceptable use policies or community standards
• Any other reason we deem appropriate in our sole discretion

In the event of termination by us for convenience (without cause), we will provide reasonable notice when practicable and may, at our sole discretion, provide a prorated refund for unused prepaid fees. In the event of termination for cause, you will not be entitled to any refund.

Our rights under this Section are in addition to, and independent of, our right to selectively restrict or remove individual features under Section 11.5. We may exercise either, both, or neither, in any order, in our sole discretion.

15.3 Effect of Termination

Upon termination for any reason:

• Your right to access and use the Services immediately ceases
• All licenses granted to you under these Terms immediately terminate
• You must immediately cease all use of the Services
• You may request export of your data within 30 days of termination by contacting support@aveecare.com
• We will retain and delete your data according to our retention policies, legal requirements, and the Data Processing Agreement
• Any outstanding fees become immediately due and payable
• We may delete your account and all associated data after the retention period
• The branding and publicity license in Section 10.5 survives to the extent described in Section 10.5.4, and your representations and indemnity obligations in Section 10.6 survive in full
• Provisions that by their nature should survive termination will remain in full force and effect, including but not limited to: ownership provisions, warranty disclaimers, limitation of liability, indemnification, dispute resolution, and any other provisions that should reasonably survive

15.4 No Liability for Termination

You acknowledge and agree that AveeCare shall not be liable to you or any third party for any termination of your access to the Services, regardless of the reason for termination. Your sole remedy for any dissatisfaction with the termination is to stop using the Services.

16. Dispute Resolution and Binding Arbitration

16.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

16.2 Mandatory Informal Dispute Resolution

Before initiating any arbitration or court proceeding, you must first attempt to resolve the dispute informally by contacting us at legal@aveecare.com with a written description of the dispute, including:

• Your name and contact information
• A detailed description of the dispute
• The specific relief you are seeking
• Relevant documentation supporting your position

We will attempt to resolve the dispute within 60 days of receiving your notice. Neither party may initiate arbitration until this informal resolution process has been completed. Failure to comply with this requirement may result in dismissal of your claims.

16.3 Binding Arbitration Agreement

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with AveeCare, including the validity, enforceability, or scope of this arbitration agreement, shall be resolved exclusively through final and binding individual arbitration, rather than in court, except as provided below. This includes disputes regarding:

• The interpretation, applicability, or enforceability of these Terms
• Your use of or access to the Services
• Any claims that arose before you accepted these Terms
• Any claims that may arise after termination of your account
• Marketing, advertising, or promotional claims
• Billing, payment, or pricing disputes
• Data privacy or security claims
• Any other disputes related to the Services

16.4 Arbitration Procedures

The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules"), as modified by these Terms. The AAA Rules are available at www.adr.org.

• Single Arbitrator: The arbitration shall be conducted by a single neutral arbitrator
• Location: The arbitration shall be conducted in Maricopa County, Arizona, unless you and AveeCare agree otherwise or the AAA Rules provide otherwise
• Remote Proceedings: Either party may request that the arbitration be conducted by telephone, video conference, or based solely on written submissions
• Language: The arbitration shall be conducted in English
• Confidentiality: All arbitration proceedings, communications, and awards shall be confidential
• Discovery: Discovery shall be limited to what is directly relevant to the dispute
• Decision: The arbitrator's decision shall be final and binding on both parties
• Enforcement: Judgment on the arbitration award may be entered in any court of competent jurisdiction

16.5 Arbitration Fees and Costs

Each party shall be responsible for its own attorneys' fees and costs. The party initiating arbitration shall pay the initial filing fee. All other arbitration fees and costs shall be allocated as determined by the arbitrator in accordance with AAA Rules. If the arbitrator finds that your claims are frivolous or brought in bad faith, you may be required to pay AveeCare's attorneys' fees and costs.

16.6 Class Action and Jury Trial Waiver

16.7 Exceptions to Arbitration

Notwithstanding the foregoing, the following claims are excluded from binding arbitration:

• Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm
• Claims that may be brought in small claims court, if the claims qualify
• Claims that applicable law prohibits from being subject to arbitration

16.8 Severability of Arbitration Provisions

If any portion of this arbitration agreement is found to be unenforceable or unlawful, that portion shall be severed, and the remainder of the arbitration agreement shall remain in full force and effect. However, if the class action waiver is found to be unenforceable as to a particular claim, then the entirety of this arbitration agreement shall be null and void as to that claim only, and such claim shall proceed in court.

16.9 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@aveecare.com within 30 days of first accepting these Terms. Your notice must include your name, account username, email address, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out, the rest of these Terms will continue to apply.

16.10 Survival

This arbitration agreement shall survive the termination of your account and these Terms.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy, Business Associate Agreement, and any other agreements referenced herein, constitute the entire agreement between you and AveeCare regarding the Services.

17.2 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of AveeCare to be effective.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17.4 Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this provision shall be null and void. We may freely assign these Terms, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, without notice to you.

17.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires, or severe weather events
• War, terrorism, riots, civil unrest, or armed conflict
• Pandemics, epidemics, public health emergencies, or disease outbreaks
• Government actions, orders, regulations, mandates, or restrictions (including but not limited to healthcare-specific mandates, quarantine orders, travel restrictions, or shelter-in-place orders)
• Regulatory changes affecting healthcare software, home care services, or data privacy
• Power outages, internet or telecommunications failures, or infrastructure disruptions
• Cyberattacks, denial of service attacks, ransomware, or other malicious activities
• Failures of third-party service providers, cloud infrastructure providers, or telecommunications carriers
• Labor disputes, strikes, or workforce shortages
• Supply chain disruptions affecting hardware or software components
• Any other circumstances beyond the reasonable control of the affected party

The affected party shall use reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as practicable. If a force majeure event continues for more than 90 days, either party may terminate this Agreement without liability.

17.6 Notices

We may provide notices to you via email to the address associated with your account, posting on the Services, in-app notifications, or other reasonable means. Notices are deemed received when sent (for email) or when posted (for other methods). Notices to us must be sent to legal@aveecare.com and are deemed received when actually received by us.

17.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

17.8 Independent Contractors; No Joint Employment

The relationship between you and AveeCare is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between the parties.

17.9 Export Controls and OFAC Compliance

You represent and warrant that:

• You are not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions or embargoes
• You are not on any U.S. Government list of prohibited or restricted parties, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals List, the U.S. Department of Commerce Denied Persons List, or Entity List
• You will not export, re-export, or transfer the Services or any data to any prohibited country or person
• You will comply with all applicable U.S. export control laws and regulations
• You will not use the Services in connection with any activities that would violate U.S. sanctions or export control laws

17.10 Healthcare Compliance and Anti-Corruption

You represent, warrant, and agree that:

• You will comply with all applicable healthcare laws and regulations, including but not limited to HIPAA, the False Claims Act, the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), and state equivalents
• You will not use the Services to facilitate, document, or support any arrangement that would constitute an illegal kickback, bribe, or improper referral
• You will not use the Services to submit false or fraudulent claims to Medicare, Medicaid, or any other government or private payer
• You will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) if applicable
• You will not use the Services to facilitate any improper payment, gift, or inducement to government officials, healthcare providers, or others in connection with referrals or other business advantages
• You maintain and will continue to maintain adequate compliance policies and procedures to ensure adherence to healthcare laws

17.11 Insurance Requirements

You agree to maintain the following insurance coverages throughout your use of the Services:

• Professional Liability Insurance: Coverage adequate for your home care operations, including errors and omissions
• General Liability Insurance: Coverage for bodily injury and property damage arising from your operations
• Workers' Compensation Insurance: As required by applicable law for your employees
• Cyber Liability Insurance: Recommended coverage for data breaches and cyber incidents

You acknowledge that AveeCare does not verify your insurance coverage and that maintaining adequate insurance is your sole responsibility. Failure to maintain required insurance may result in termination of your access to the Services.

17.12 Headings

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

17.13 Communications Consent

By creating an account and using our Services, you expressly consent to receive electronic communications from AveeCare, including:

• Transactional Communications: Account notifications, visit scheduling updates, billing and payment alerts, caregiver and patient status changes, security alerts, and other communications directly related to the operation and use of our Services. These communications are essential to the functioning of the Services and cannot be opted out of while your account remains active.
• Administrative Communications: Service announcements, policy updates, maintenance notifications, and compliance-related notices.
• Marketing Communications: Promotional materials, newsletters, product updates, feature announcements, and other marketing content. You may opt out of marketing communications at any time by using the unsubscribe link in any marketing email, adjusting your notification preferences in your account settings, or contacting us at support@aveecare.com.

Communications may be delivered via email, in-app notifications, push notifications (for mobile app users), or SMS/text messages (where you have provided a mobile number). Standard messaging and data rates may apply for SMS communications.

Opting out of marketing communications does not affect our ability to send you transactional or administrative communications related to your account and use of the Services.

18. Changes to These Terms

We reserve the right, in our sole discretion, to modify, amend, or replace these Terms at any time and for any reason. This includes changes to:

• Service terms and conditions
• Pricing and payment terms
• Features and functionality
• Acceptable use policies
• Privacy practices
• Arbitration and dispute resolution procedures
• Any other aspect of these Terms

We will provide notice of material changes by posting the updated Terms on our website with a new "Last Updated" date and, for significant changes, by email notification to the address associated with your account. Changes become effective upon posting unless we specify otherwise.

Your continued use of the Services after any changes constitutes your acceptance of the modified Terms. If you do not agree to any modified Terms, your sole remedy is to stop using the Services and terminate your account before the changes take effect. You are responsible for regularly reviewing these Terms to stay informed of any changes.

19. Contact Information

If you have questions about these Terms of Service, please contact us:

20. Related Documents

Please also review our other legal documents:

• Privacy Policy
• Cookie Policy
• HIPAA Compliance
• Data Processing Agreement