Terms and ConditionsEffective Date: July 13, 2026.

 

These Terms and Conditions, referred to as the “Terms,” govern access to and use of the website located at https://www.careally.ai, together with any related websites, demonstrations, communications, software platforms, applications, and services made available by CareAlly.ai LLC, collectively referred to as the “Services.”The Services are provided by CareAlly.ai LLC, referred to as “CareAlly,” “we,” “our,” or “us.”By accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.1. Scope of These TermsThese Terms apply to visitors to the CareAlly website, prospective customers, authorized users, and other persons who access or use the Services.If you or your organization has entered into a separate written agreement with CareAlly, including a master services agreement, software agreement, order form, statement of work, business associate agreement, data processing addendum, pilot agreement, or similar agreement, that written agreement controls in the event of any conflict with these Terms.If you access the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.2. Description of the ServicesCareAlly provides persona based AI orchestration technology for healthcare and senior care organizations. The Services may connect information from EHRs, claims systems, workforce platforms, documents, communication tools, operational systems, and other authorized data sources to support governed and auditable workflows.The Services may include capabilities related to admissions, document review, ADR response support, denials, compliance, staffing, policies, care planning, engagement, workflow routing, source traceability, exception handling, analytics, and operational command layer functionality.CareAlly may modify, improve, discontinue, or add features to the Services at any time. Material changes affecting a contracted customer will be governed by the applicable customer agreement.3. Eligibility and Authorized UseYou must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.You may use the Services only:1. For lawful business purposes.2. In accordance with these Terms and any applicable customer agreement.3. Through authorized accounts, credentials, systems, and integrations.4. In compliance with all applicable laws, regulations, professional obligations, and organizational policies.You are responsible for ensuring that your personnel, contractors, and other authorized users comply with these Terms.4. Account SecurityCertain Services may require an account.You are responsible for:1. Providing accurate and current account information.2. Maintaining the confidentiality of usernames, passwords, authentication tokens, and other credentials.3. Using multifactor authentication where required.4. Preventing unauthorized access to your account.5. Promptly notifying CareAlly of suspected unauthorized access, credential compromise, or security incidents.You are responsible for activity conducted through your account unless caused by CareAlly’s failure to meet its contractual or legal obligations.CareAlly may suspend access where reasonably necessary to protect the Services, customer data, users, or third parties.5. Healthcare and Clinical UseCareAlly supports healthcare and operational workflows but does not practice medicine, nursing, pharmacy, law, accounting, or any other licensed profession.The Services do not replace:1. Clinical judgment.2. Professional review.3. Medical diagnosis or treatment.4. Admission determinations.5. Coverage or benefit determinations.6. Regulatory or legal advice.7. The customer’s EHR or other designated system of record.Customers and authorized users remain responsible for reviewing information, validating outputs, applying professional judgment, and making final clinical, operational, compliance, reimbursement, financial, and legal decisions.CareAlly is designed to prepare, structure, route, and support work. Human users remain responsible for consequential decisions.6. Artificial Intelligence OutputsThe Services may use artificial intelligence, machine learning, natural language processing, optical character recognition, and large language models.AI generated or AI assisted outputs may include summaries, classifications, extracted information, recommendations, alerts, draft communications, workflow suggestions, or other materials.Although CareAlly uses controls intended to improve reliability, traceability, and governance, AI outputs may be incomplete, inaccurate, outdated, or inappropriate for a particular situation.You agree to:1. Review outputs before relying on them.2. Confirm material information against source records.3. Maintain appropriate human oversight.4. Use qualified personnel for clinical, regulatory, reimbursement, financial, or legal decisions.5. Avoid using the Services as the sole basis for decisions that could materially affect a resident, patient, employee, beneficiary, or other individual.Unless expressly agreed in writing, CareAlly does not independently make final decisions on behalf of customers.7. Customer Data“Customer Data” means information, documents, records, files, prompts, instructions, and other data submitted to or processed through the Services by or on behalf of a customer.As between CareAlly and the customer, the customer retains ownership of Customer Data.The customer grants CareAlly a limited right to process Customer Data only as necessary to:1. Provide and support the Services.2. Maintain security and reliability.3. Comply with the applicable customer agreement.4. Satisfy legal obligations.5. Perform other activities expressly authorized by the customer.Customers are responsible for ensuring they have the necessary rights, permissions, authorizations, and legal bases to provide Customer Data to CareAlly.CareAlly does not acquire ownership of Customer Data merely by processing it.8. Protected Health Information and HIPAAWhere CareAlly processes Protected Health Information, referred to as “PHI,” on behalf of a covered entity or business associate, such processing is governed by the applicable Business Associate Agreement and customer agreement.CareAlly will process PHI only for authorized purposes and subject to applicable administrative, physical, and technical safeguards.In the event of a conflict involving PHI, the Business Associate Agreement controls.Website visitors should not submit PHI through general website forms, public email addresses, or demonstration request forms unless specifically instructed to use a secure, authorized channel.9. PrivacyCareAlly’s collection and use of personal information are described in the CareAlly Privacy Policy.The Privacy Policy is incorporated into these Terms by reference.Where CareAlly processes personal information on behalf of a customer, the applicable customer agreement, Data Processing Addendum, or Business Associate Agreement governs that processing.10. Acceptable UseYou may not use the Services to:1. Violate any law, regulation, contractual obligation, or third party right.2. Access, use, disclose, or transmit information without authorization.3. Submit malware, malicious code, ransomware, or harmful content.4. Attempt to gain unauthorized access to accounts, systems, networks, data, or credentials.5. Circumvent security, authentication, rate limits, access controls, or usage restrictions.6. Interfere with the integrity, availability, or performance of the Services.7. Conduct penetration testing, vulnerability scanning, or security testing without written authorization.8. Reverse engineer, decompile, disassemble, copy, or attempt to derive source code, models, architecture, or proprietary methods, except where such restriction is prohibited by law.9. Use the Services to develop or train a competing product or service.10. Remove proprietary notices or attribution.11. Use the Services for unlawful discrimination, surveillance, harassment, fraud, or harmful automated decision making.12. Represent AI generated content as independently verified professional advice.13. Use the Services in a manner that creates an unreasonable risk to residents, patients, employees, beneficiaries, customers, or other persons.CareAlly may investigate suspected violations and may suspend or terminate access where reasonably necessary.11. Intellectual PropertyThe Services, including software, workflows, interfaces, models, orchestration logic, documentation, designs, trademarks, trade names, text, graphics, and other materials, are owned by or licensed to CareAlly and are protected by intellectual property laws.Except for the limited right to use the Services under these Terms or a written customer agreement, no rights are transferred to you.You may not use the CareAlly name, trademarks, logos, or brand assets without prior written permission.12. FeedbackIf you provide suggestions, ideas, recommendations, or feedback regarding the Services, you grant CareAlly a perpetual, worldwide, royalty free right to use that feedback to improve and develop the Services.This does not give CareAlly ownership of Customer Data or confidential customer information.13. Third Party Services and IntegrationsThe Services may connect with third party systems, applications, websites, data sources, or platforms.Third party services are governed by their own agreements and privacy practices.CareAlly is not responsible for third party services, including their:1. Availability.2. Security.3. Accuracy.4. Performance.5. Data handling.6. Changes or discontinuation.CareAlly does not control third party systems and cannot guarantee uninterrupted access to integrations.14. ConfidentialityIf confidential information is exchanged outside a separate written confidentiality agreement, each party agrees to use reasonable care to protect nonpublic information that should reasonably be understood to be confidential.Confidential information does not include information that:1. Is publicly available without breach of an obligation.2. Was lawfully known before disclosure.3. Is received lawfully from a third party without restriction.4. Is independently developed without use of the other party’s confidential information.A party may disclose confidential information where required by law, provided it gives notice when legally permitted.15. Availability and ChangesCareAlly seeks to provide reliable Services but does not guarantee uninterrupted or error free access.The Services may be unavailable because of maintenance, upgrades, third party dependencies, security events, network failures, force majeure events, or other circumstances.Service levels, support obligations, maintenance windows, and uptime commitments apply only where stated in a written customer agreement.16. Fees and PaymentFees for contracted Services are governed by the applicable order form, statement of work, subscription agreement, or other written agreement.Unless otherwise stated in writing:1. Fees are nonrefundable.2. Customers are responsible for applicable taxes.3. Late amounts may result in suspension.4. Customers must provide accurate billing information.Website access and demonstration requests do not create a right to use paid Services.17. Suspension and TerminationCareAlly may suspend or terminate access if:1. You materially violate these Terms.2. Your use creates a security, legal, operational, or patient safety risk.3. Fees remain unpaid.4. Required by law.5. Necessary to protect CareAlly, a customer, users, or third parties.You may stop using the public website at any time.Termination of contracted Services is governed by the applicable customer agreement.Sections concerning intellectual property, confidentiality, disclaimers, liability, indemnification, governing law, and other provisions that should reasonably survive will remain effective after termination.18. DisclaimersTO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND ANY SERVICES NOT GOVERNED BY A SEPARATE WRITTEN AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”CAREALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.CAREALLY DOES NOT WARRANT THAT:1. THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.2. ALL INFORMATION OR AI OUTPUTS WILL BE COMPLETE OR ACCURATE.3. THE SERVICES WILL IDENTIFY EVERY RISK, ERROR, REGULATORY ISSUE, OR CLINICAL CONDITION.4. THE SERVICES WILL PRODUCE A PARTICULAR FINANCIAL, CLINICAL, COMPLIANCE, OR OPERATIONAL OUTCOME.5. THIRD PARTY SYSTEMS OR INTEGRATIONS WILL REMAIN AVAILABLE.Any warranties provided under a signed customer agreement are not affected by this section.19. Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY LAW, CAREALLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.FOR USE OF THE PUBLIC WEBSITE OR SERVICES NOT GOVERNED BY A SEPARATE WRITTEN AGREEMENT, CAREALLY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS.For contracted customers, liability limits are governed by the applicable written customer agreement.Nothing in these Terms excludes liability that cannot legally be excluded.20. IndemnificationTo the extent permitted by law, you agree to defend, indemnify, and hold harmless CareAlly and its affiliates, officers, directors, employees, and contractors from claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising from:1. Your violation of these Terms.2. Your unlawful or unauthorized use of the Services.3. Customer Data you provide without appropriate rights or authorization.4. Your violation of another person’s rights.5. Decisions made by you or your organization based on unreviewed or improperly used outputs.Indemnification obligations for contracted customers are governed by the applicable customer agreement.21. Governing Law and VenueThese Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.Any dispute arising from these Terms or use of the public website will be brought exclusively in the state or federal courts located in [INSERT COUNTY], Texas, and each party consents to personal jurisdiction and venue in those courts.This section does not override dispute resolution provisions in a signed customer agreement.22. Export Controls and SanctionsYou may not use the Services in violation of United States export control, sanctions, or trade laws.You represent that you are not located in, organized under the laws of, or ordinarily resident in a prohibited jurisdiction and are not identified on a restricted party list.23. Electronic CommunicationsBy using the Services or communicating with CareAlly electronically, you consent to receive electronic communications related to the Services.Electronic communications satisfy legal requirements that communications be in writing, except where applicable law requires another method.24. Changes to These TermsCareAlly may update these Terms from time to time.The updated Terms will be posted on this page with a revised effective date.Material changes may be communicated through the Services or by other reasonable means.Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, except where affirmative consent is required by law or contract.25. General ProvisionsIf any provision of these Terms is found unenforceable, the remaining provisions remain in effect.Failure to enforce a provision is not a waiver.You may not assign these Terms without CareAlly’s prior written consent. CareAlly may assign these Terms in connection with a merger, reorganization, financing, acquisition, sale of assets, or transfer of the Services.These Terms do not create a partnership, joint venture, employment, fiduciary, or agency relationship.These Terms, together with the Privacy Policy and any applicable written customer agreement, constitute the entire agreement concerning the subject matter addressed here.