Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Spiritify Inc. ("Spiritify", "we", "our", or "us") and the entity or individual ("Customer", "you", or "your") accessing or using the CareSphere platform, including all associated software, services, APIs, documentation, and support (collectively, the "Service"). By clicking "I Agree", completing registration, or otherwise accessing the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy & Data Security Policy.

If you are accepting these Terms on behalf of a company or other legal entity (e.g., a long-term care facility or healthcare organization), you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you disagree with any provision, do not access or use the Service.

1. Acceptance of Terms

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

These Terms incorporate by reference our Compliance Policy, Data Security Policy, and any Business Associate Agreement (BAA) executed between Spiritify and your organization. In the event of a conflict, the executed BAA shall take precedence with respect to Protected Health Information (PHI) handling obligations.

2. Definitions

• "CareSphere" means the cloud-based care management platform developed and operated by Spiritify Inc., including web applications, mobile applications, APIs, IoT integrations, and all associated features.
• "Customer" means a healthcare organization, long-term care facility, or other entity that has subscribed to or is authorized to use the Service.
• "Authorized User" means an individual (employee, contractor, or agent of Customer) who is authorized by Customer to access and use the Service under Customer's account.
• "Customer Data" means all data, content, and information submitted by Customer or Authorized Users to the Service, including resident health records, staff information, and operational data.
• "Protected Health Information (PHI)" has the meaning set forth in the Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations, as applicable.
• "Service Level Agreement (SLA)" means the service availability and performance commitments described in the applicable order form or subscription agreement.
• "Subscription Term" means the period during which Customer has subscribed to and is authorized to use the Service, as specified in the applicable order form.

3. Description of Services

CareSphere is a healthcare-grade care management platform designed for long-term care facilities. The Service includes, but is not limited to:

• Resident health monitoring, activity tracking, and wellness assessment tools
• Staff certification and credentialing management
• IoT sensor integration for real-time resident monitoring (e.g., fall detection, sleep tracking)
• AI-assisted anomaly detection and care insights
• Compliance reporting and audit trail generation
• Role-based dashboards for clinical, administrative, and management staff
• Integration with third-party electronic health record (EHR) systems via API

Spiritify reserves the right to modify, suspend, or discontinue any feature of the Service at any time, with reasonable notice to affected Customers. We will use commercially reasonable efforts to provide advance notice of material changes.

4. Account Registration & Access

To access the Service, Customer must complete the registration process and create an account. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated
• Maintain the confidentiality of all account credentials, including passwords and API keys
• Restrict access to the Service to Authorized Users only, and ensure each Authorized User has a unique login
• Promptly notify Spiritify of any unauthorized access to or use of your account at security@spiritify.ai
• Accept responsibility for all activity that occurs under your account credentials

Spiritify may suspend or terminate accounts that it reasonably believes are being used in violation of these Terms, applicable law, or in a manner that may harm the integrity or security of the Service or other users.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in any way that violates applicable federal, provincial, state, or local laws or regulations, including HIPAA, PHIPA, and other healthcare privacy laws
• Upload, transmit, or store data that you are not authorized to process under applicable privacy laws
• Attempt to gain unauthorized access to any portion of the Service, other accounts, or any related systems or networks
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Service
• Use the Service to transmit malware, viruses, or any other malicious code
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein
• Scrape, crawl, or use automated means to access or collect data from the Service without explicit written authorization
• Share account credentials or allow concurrent logins from multiple individuals under the same user account
• Use the Service to process data for any entity other than the Customer organization without Spiritify's prior written consent

6. HIPAA & Healthcare Alignment

CareSphere is designed to support HIPAA-covered entities and business associates. If Customer is a HIPAA-covered entity or business associate, the following applies:

• Business Associate Agreement: Before processing any PHI through the Service, Customer must execute a Business Associate Agreement (BAA) with Spiritify. Contact legal@spiritify.ai to request a BAA.
• Minimum Necessary Standard: Customer is responsible for ensuring that only the minimum necessary PHI is uploaded to or processed through the Service.
• Breach Notification: Spiritify will notify Customer of any discovered breach of unsecured PHI in accordance with the HIPAA Breach Notification Rule and the terms of the executed BAA, typically within 72 hours of discovery.
• Canadian Customers (PHIPA): Customers operating in Ontario are subject to the Personal Health Information Protection Act (PHIPA). Spiritify's data handling practices are aligned with PHIPA requirements, including the 10-year retention minimum and consent management obligations.

7. Data Ownership & Privacy

Customer Data Ownership: Customer retains all ownership rights to Customer Data. Spiritify does not claim any ownership interest in Customer Data. We process Customer Data only as directed by Customer and as described in these Terms and the executed BAA.

License to Process: Customer grants Spiritify a limited, non-exclusive license to access, process, store, and transmit Customer Data solely as necessary to provide the Service, comply with applicable law, and enforce these Terms.

Data Portability: Upon Customer's written request, Spiritify will provide Customer with an export of Customer Data in a standard machine-readable format within 30 business days. Following termination, Customer Data will be retained for 90 days to allow for export, after which it will be securely deleted.

Aggregated Analytics: Spiritify may create de-identified, aggregated data derived from Customer Data for product improvement, benchmarking, and research purposes. Such data will not identify Customer or any individual resident or staff member.

For full details on data handling practices, encryption standards, and subprocessor relationships, please review our Data Security Policy.

8. Intellectual Property

The Service, including all software, algorithms, AI models, user interfaces, documentation, trademarks, and other materials, is and remains the exclusive property of Spiritify Inc. and its licensors. These Terms do not grant Customer any rights to Spiritify's intellectual property except the limited right to access and use the Service as described herein.

Customer grants Spiritify a non-exclusive, royalty-free license to use Customer's name, logo, and general description of use as a customer reference in Spiritify's marketing materials, subject to Customer's prior written approval of each use.

Feedback or suggestions provided by Customer regarding the Service may be used by Spiritify without restriction or compensation, and Spiritify shall own all rights in any improvements developed based on such feedback.

9. Fees & Payment

Access to the Service is subject to the fees set forth in the applicable order form or subscription agreement. Unless otherwise stated:

• Subscription fees are billed in advance on a monthly or annual basis, as selected at time of purchase
• All fees are due within 30 days of invoice and are non-refundable except as expressly provided in these Terms
• Spiritify may modify its pricing with 60 days' written notice prior to the start of the next Subscription Term
• Overdue invoices may accrue interest at the rate of 1.5% per month (or the maximum permitted by law, whichever is lower)
• Taxes and duties are Customer's responsibility unless Spiritify is required by law to collect and remit such taxes

Customers may contact our team to discuss enterprise pricing, volume discounts, or multi-facility arrangements.

10. Suspension & Termination

By Customer: Customer may terminate these Terms at any time by providing 30 days' written notice to legal@spiritify.ai. No refunds will be issued for the remaining portion of the then-current Subscription Term unless otherwise agreed in writing.

By Spiritify: Spiritify may suspend or terminate Customer's access to the Service immediately upon notice if:

• Customer materially breaches these Terms and fails to cure such breach within 14 days of written notice
• Customer's use of the Service poses a security risk to Spiritify or other customers
• Customer fails to pay undisputed fees within 30 days of the payment due date
• Spiritify is required to do so by applicable law or regulation

Effect of Termination: Upon termination, Customer's right to access the Service ceases immediately. Customer Data will be available for export for 90 days following termination. Sections 2, 7, 8, 11, 12, 13, and 14 survive termination.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SPIRITIFY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. WHILE WE STRIVE TO MAINTAIN HIGH AVAILABILITY, SCHEDULED MAINTENANCE AND UNPLANNED OUTAGES MAY OCCUR. SERVICE AVAILABILITY COMMITMENTS ARE GOVERNED BY THE APPLICABLE SLA.

CARESPHERE IS NOT A MEDICAL DEVICE AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY MEDICAL CONDITION. CLINICAL DECISIONS REMAIN THE SOLE RESPONSIBILITY OF QUALIFIED HEALTHCARE PROFESSIONALS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPIRITIFY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE.

SPIRITIFY'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SPIRITIFY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, the limitations above apply to the fullest extent permitted by law.

13. Indemnification

Customer agrees to defend, indemnify, and hold harmless Spiritify and its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from:

• Customer's or any Authorized User's use of the Service in violation of these Terms
• Customer Data, including any claim that Customer Data infringes a third party's intellectual property rights or privacy rights
• Customer's violation of any applicable law, including HIPAA and PHIPA
• Any unauthorized access to the Service using Customer's account credentials

Spiritify agrees to defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service, as provided by Spiritify, infringes a third party's intellectual property rights, provided Customer promptly notifies Spiritify of the claim and cooperates with the defense.

14. Governing Law & Disputes

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Service shall first be submitted to good-faith negotiation between the parties. If the dispute cannot be resolved within 30 days of written notice, it shall be submitted to binding arbitration in Toronto, Ontario, under the rules of the ADR Institute of Canada, with proceedings conducted in English.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

15. Changes to Terms

Spiritify reserves the right to modify these Terms at any time. We will provide at least 30 days' advance notice of material changes by email to the primary account contact and by posting a notice within the Service. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes.

If you do not agree to the revised Terms, you may terminate your subscription before the effective date by contacting legal@spiritify.ai. A version history of these Terms is available upon request.

16. Contact

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