These Terms and Conditions (the “Terms”) govern the relationship between Caryfy, Inc. (“Caryfy” or “Company”) and any individual or entity (“Customer,” “You,” or “Your”) who accesses or uses the software services offered by Caryfy—including but not limited to Cary AI—(collectively, the “Product Offering”).

BY ACCESSING OR USING OUR PRODUCT OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT USE OUR PRODUCT OFFERING.

1. DEFINITIONS

1.1 “Affiliate”
Means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where “control” (including “controls,” “controlled by,” and “under common control with”) means direct or indirect ownership or control of more than 50% of the voting interests in that entity.

1.2 “Long-Term Care Provider” or “Provider”
Means any organization or professional entity (e.g., skilled nursing facilities, personal care homes, home care agencies, adult day care, assisted living facilities, or other healthcare providers) purchasing and using Caryfy’s Product Offering to deliver or manage care services for Clients.

1.3 “Client”
Means an individual who receives care or services from a Provider. A Client may also include the Client’s family members, guardians, or other individuals involved in the Client’s care.

1.4 “Customer’s Data”
Means all electronic data or information (which may include Protected Health Information, or PHI) submitted by or on behalf of the Provider (or its Affiliates, employees, contractors, or Clients) into the Product Offering.

1.5 “Cary AI / Autonomous Care OS”
Refers to Caryfy’s AI-driven platform designed to assist LTC providers, their employees, and their Clients in administering long-term care. This platform is part of the Product Offering and relies on data-driven insights, machine learning, and other AI methodologies.

1.6 “Order Form”
Means the ordering document (e.g., cover page, online sign-up form) that references these Terms and identifies the scope of the purchased Product Offering.

1.7 “Users”
Means individuals authorized by the Provider to use the Product Offering, including employees, contractors, agents, or authorized third parties involved in providing, receiving, or administering long-term care.

1.8 “PHI” or “Protected Health Information”
Has the meaning given to it under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations. Caryfy does not execute a separate Business Associate Agreement (“BAA”) with Providers; any use or disclosure of PHI is governed solely by these Terms, as stated in Section 7.3.

2. PRODUCT OFFERING

2.1 Provision of Product Offering
Subject to these Terms, Caryfy shall provide the Product Offering (including Cary AI) to the Provider during the Term set forth in the Order Form. The Provider’s authorized Users may access and use the Product Offering solely for legitimate business purposes related to long-term care provision, in accordance with these Terms and applicable laws and regulations.

2.2 Client Subscriptions
Unless otherwise specified in the Order Form, the Product Offering is purchased on a subscription basis for each Client the Provider serves. 

2.3 No Geographic Exclusion in the USA
Caryfy provides its Product Offering across the United States, including California. These Terms apply to Providers and Users in all U.S. states and territories.

3. USE OF THE PRODUCT OFFERING

3.1 Site and Platform Modifications
Caryfy reserves the right to modify, update, or discontinue the Product Offering (or any part thereof), temporarily or permanently, with or without notice. Caryfy also reserves the right to change these Terms at its discretion. It is the Provider’s responsibility to review these Terms periodically. Continued use of the Product Offering after modifications constitutes acceptance of the updated Terms.

3.2 Intellectual Property and Usage Restrictions
All content, software code, text, graphics, trademarks, or other materials within the Product Offering are owned by Caryfy or its licensors and are protected under U.S. and international laws. You agree not to (i) reproduce, duplicate, copy, sell, resell, or exploit any part of the Product Offering without written permission from Caryfy; (ii) use any automated means to access the Product Offering without Caryfy’s prior authorization; (iii) circumvent any security feature or access control; or (iv) use the Product Offering in a manner inconsistent with applicable law.

3.3 Provider’s Responsibilities

• Accuracy of Data: The Provider is responsible for the legality, accuracy, and quality of all Customer’s Data it enters or submits into the Product Offering.
• HIPAA and Data Security: The Provider must maintain administrative, physical, and technical safeguards over Users’ credentials to prevent unauthorized access to PHI. Caryfy disclaims liability for breaches resulting from the Provider’s or Users’ negligence (e.g., sharing passwords).
• Compliance with Laws: The Provider represents that it will comply with all applicable laws and regulations in using the Product Offering, including laws related to privacy, data protection, and healthcare.
• AI Training (No Opt-Out): The Provider acknowledges and agrees that Caryfy uses Customer’s Data (including LTC-related data) to train and improve AI models within Cary AI. No opt-out is provided for this essential use. If the Provider does not consent to this data processing, the Provider must cease use of the Product Offering.

3.4 DISCLAIMER OF CARE RESPONSIBILITY
The Provider (not Caryfy) is solely responsible for providing care services to Clients. Caryfy’s Product Offering is a tool to support such services but does not replace professional judgment, regulatory compliance, or face-to-face care. Caryfy is not liable for any adverse outcome related to care decisions made by the Provider or its Users.

4. LICENSES

4.1 Limited License
Caryfy grants the Provider a non-exclusive, non-transferable license to access and use the Product Offering during the Term specified in the Order Form, solely for the Provider’s internal business use in delivering long-term care services.

4.2 Use of Customer’s Data
The Provider grants Caryfy a license to use, reproduce, modify, create derivative works from, distribute, transmit, and display Customer’s Data as necessary to:

• Provide and maintain the Product Offering;
• Develop, improve, and enhance Caryfy’s AI (Cary AI) and other software solutions, including training machine learning models;
• Comply with legal obligations (e.g., court orders, subpoenas).
• Caryfy may share Customer’s Data with its own Affiliates within the same corporate umbrella for legitimate business purposes, subject to the same confidentiality and data protection standards in these Terms. 
• Caryfy does not sell Customer’s Data to unrelated third parties.

5. FEES, PAYMENTS, AND ACCOUNT STATUS

5.1 Subscription Fees
The Provider shall pay Caryfy the applicable subscription fees as specified in the Order Form. Fees are generally quoted and payable in U.S. dollars. All payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided in these Terms.

5.2 Payment Methods and Obligations
You must provide and maintain valid payment information (e.g., credit card or ACH details) at all times to ensure timely processing of fees. It is your responsibility to update any expired, canceled, or otherwise invalid payment method promptly.

5.3 Payment Deadlines; Automatic Inactivation and Cancellation

• Due Date: Unless otherwise stated in your Order Form, subscription fees are due on the first day of each billing cycle (typically the 1st of the month).
• Automatic Inactivation: If payment is not successfully processed by the 5th day of the billing cycle, Caryfy may automatically render your account inactive. A reactivation fee of $250 will apply to restore access once any past due amounts are paid in full.
• Cancellation and Data Loss: If an invoice remains unpaid after 7 days, Caryfy reserves the right to cancel your account entirely. In such cases, your Customer’s Data may be permanently deleted and will not be reinstated even if you later seek to reopen the account.

5.4 Late Payments
If a payment is late, Caryfy may (i) charge late fees or interest at the maximum rate allowed by law; (ii) suspend or deactivate access to the Product Offering until payment is received; and/or (iii) require a reactivation fee as described above.

5.5 Taxes
All fees are exclusive of taxes, levies, or duties. The Provider is responsible for paying any such taxes (except those based on Caryfy’s net income).

6. TERM AND TERMINATION

6.1 Term
These Terms commence on the Effective Date (as indicated in the Order Form) and continue for the initial term specified. Thereafter, they renew automatically (e.g., monthly or annually) unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

6.2 Termination for Breach
A party may terminate these Terms if the other party materially breaches and fails to cure within 30 days of receiving notice (five days for non-payment). Termination does not relieve the Provider of the obligation to pay outstanding fees incurred before the termination’s effective date.

6.3 Effect of Termination
Upon termination or expiration:

• The Provider’s right to use the Product Offering ceases immediately;
• Any fees due up to the date of termination remain payable;
• During the term, the Provider is responsible for downloading or exporting its own data via the Product Offering’s reporting features. Caryfy is not obligated to provide additional or custom data exports after termination. Unless legally prohibited, Caryfy may delete or destroy Customer’s Data upon termination.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information
“Confidential Information” includes all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), that the Receiving Party should reasonably understand to be confidential under the circumstances.

7.2 Responsibilities
The Receiving Party will protect the Disclosing Party’s Confidential Information using the same degree of care it uses for its own confidential information, and at least a reasonable standard of care, and will not disclose or use Confidential Information except as permitted under these Terms.

7.3 HIPAA and PHI
Caryfy does not sign a BAA with Providers. Providers remain responsible for ensuring their own HIPAA compliance. By submitting PHI to the Product Offering, Providers confirm that they have the right to do so. Caryfy implements administrative, physical, and technical safeguards consistent with HIPAA principles, but it does not provide any standalone BAA or guarantee that use of the Product Offering meets every requirement of HIPAA for each Provider’s specific circumstances.

7.4 Compelled Disclosure
If compelled by law, a valid court order, or any legal/regulatory process, the Receiving Party may disclose Confidential Information but shall promptly notify the Disclosing Party (if permitted) and reasonably cooperate to seek a protective order or other remedy.

8. CALIFORNIA PRIVACY RIGHTS (CCPA/CPRA)

If you are a California resident, certain rights may apply to your “personal information” under the California Consumer Privacy Act (as amended by the California Privacy Rights Act) (collectively, “CCPA/CPRA”):

1. No Sale of Personal Information
   Caryfy does not “sell” or “share” personal information for monetary or cross-context behavioral advertising purposes.
2. HIPAA Exemption
   Much of the information processed through the Product Offering may be Protected Health Information (PHI), which is exempt from CCPA/CPRA. Where data is subject to HIPAA, CCPA/CPRA rights may not apply.
3. Mandatory Data Use for AI
   Caryfy uses personal information (which may include LTC-related information) for AI training as an essential part of the Product Offering. If you choose to exercise your right to delete or restrict data essential for AI functionality, we may be unable to continue providing the Service to you without that data.
4. Exercising Your Rights
   • Right to Know: You may request that we disclose what personal information we collect, use, or disclose about you.
   • Right to Delete: You may request that we delete certain personal information, subject to statutory exemptions (including for PHI).
   • Right to Correct: You may request correction of inaccurate personal information.
   • Right to Non-Discrimination: We will not discriminate against you for exercising these rights, although essential functionality may not be available if you request deletion of critical data.

For requests or questions related to CCPA/CPRA, please contact support@caryfy.ai.

9. EXCLUSION OF GDPR

Because Caryfy, Inc. does not offer services in the European Union and does not collect or process the personal data of EU residents, the General Data Protection Regulation (GDPR) does not apply to Caryfy’s operations or these Terms.

10. DISCLAIMER OF WARRANTIES

THE PRODUCT OFFERING IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARYFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CARYFY DOES NOT WARRANT THAT THE PRODUCT OFFERING WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DATA PROVIDED THROUGH THE PRODUCT OFFERING WILL BE COMPLETE OR ACCURATE.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Certain Damages
IN NO EVENT WILL CARYFY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap
TO THE EXTENT NOT PROHIBITED BY LAW, CARYFY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS SHALL NOT EXCEED FIVE HUNDRED DOLLARS (US $500).

11.3 Care Responsibility
PROVIDERS ARE SOLELY RESPONSIBLE FOR ANY CARE DECISIONS MADE USING THE PRODUCT OFFERING. CARYFY DISCLAIMS LIABILITY FOR ANY OUTCOME RELATED TO THOSE DECISIONS.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Caryfy, its officers, directors, employees, and agents from any claims, liabilities, damages, judgments, awards, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Your breach of these Terms;
(b) Your or Your Users’ misuse of the Product Offering (e.g., sharing passwords, unauthorized disclosure of PHI);
(c) Any violation of law or regulation by You, including any HIPAA violations.
(d) Any failure to fulfill your payment obligations or comply with these Terms.

13. MARKETING

Caryfy may use the Provider’s name, logo, likeness, or trademarks in its marketing materials or on its website to identify the Provider as a user of the Product Offering, unless the Provider withdraws such permission in writing.

14. GENERAL PROVISIONS

14.1 Governing Law
These Terms will be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-laws principles. You agree to submit to the personal jurisdiction of state and federal courts located in Fulton County, Georgia.

14.2 Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.3 No Waiver
No waiver of any term hereof shall be deemed a further or continuing waiver of such term or any other term.

14.4 Entire Agreement
These Terms, together with any Order Form (but excluding any separate BAA, which Caryfy does not execute), and any documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous written or oral agreements regarding the Product Offering.

14.5 Assignment
Neither party may assign or transfer these Terms without the prior written consent of the other, except in the event of a merger or acquisition, where no consent shall be required.

14.6 Notices
All notices shall be in writing and delivered to the respective parties at their addresses stated on the Order Form or to such other address as a party may designate in writing. Electronic notices to Caryfy shall be sent to support@caryfy.ai.

15. CONTACT INFORMATION

For any inquiries about these Terms or other legal questions, please contact:

Caryfy, Inc.
1360 Peachtree Street, Suite 800
Atlanta, Georgia 30309 (USA)
Email: support@caryfy.ai

BY USING OR CONTINUING TO USE CARYFY’S PRODUCT OFFERING, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS AND CONDITIONS.