Terms of Service

1. Accounts and Access

To use certain features of the Services, you may be required to create an account. You agree to provide accurate and complete information and to keep that information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. If you become aware of any unauthorized access or use of your account, you must notify us immediately. We reserve the right to suspend or terminate your account if you violate these Terms or engage in any activity that could harm The Care Guides or others.

2. Use of Services

The Care Guides grants you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. You agree not to reverse engineer, reproduce, resell, or otherwise misuse any part of the Services. You may not use the Services to build competing products or in any manner that violates applicable law, including privacy, data protection, and health information laws such as HIPAA.

All intellectual property rights in and to the Services, including software, designs, and content, remain owned by The Care Guides and its licensors. Nothing in these Terms transfers ownership of any intellectual property rights to you.

3. Subscriptions, Fees, and Payments

Some features of the Services may require a paid subscription or written service agreement ("Order"). Fees, billing frequency, and payment terms will be outlined in your Order or subscription plan. Payments are processed securely through third-party providers, and unless otherwise stated, fees are non-refundable.

Subscriptions automatically renew at the end of each billing cycle unless canceled before the renewal date. You may cancel your subscription at any time through your account settings or by contacting us at hello@thecareguides.com. Upon cancellation, your subscription will remain active until the end of the current billing period. We will provide advance notice of any changes to pricing or renewal terms, and your continued use of the Services after such notice constitutes acceptance of the new terms.

We may adjust our pricing from time to time; if we do, you will receive advance notice and the opportunity to cancel before the new rates apply.

4. Privacy and HIPAA Compliance

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect information, including client-supplied data and any Protected Health Information (PHI). When our customers use the Services to store or process data about their clients, The Care Guides acts as a Service Provider under state privacy laws such as CCPA/CPRA, and as a Business Associate under the Health Insurance Portability and Accountability Act (HIPAA).

In that capacity, we process data only on behalf of and under the instructions of our customers. We do not sell or use such data for our own marketing or analytics. We implement administrative, physical, and technical safeguards consistent with the HIPAA Security Rule to protect PHI from unauthorized access or disclosure. If an incident or breach occurs involving PHI, we will notify our customer without undue delay in accordance with HIPAA's Breach Notification Rule.

You, as the customer, remain responsible for obtaining any necessary consents, authorizations, or legal bases for collecting and sharing data with us, and for ensuring that your use of the Services complies with applicable privacy and health regulations.

4A. HIPAA Business Associate Agreement (BAA)

This section forms the Business Associate Agreement ("BAA") between The Care Guides ("Business Associate") and each customer or organization that uses our Services to process, store, or transmit Protected Health Information ("Covered Entity"). By using the Services in a way that involves PHI, you agree that this BAA is incorporated into and forms part of these Terms.

a. Permitted Uses and Disclosures.
The Care Guides may use and disclose PHI only as necessary to perform the Services for the Covered Entity and as permitted by HIPAA. The Care Guides will not use or disclose PHI in a manner that would violate HIPAA if done by the Covered Entity. We may use de-identified information as allowed by HIPAA §164.514 for internal analytics, improvement, or compliance purposes, provided the information cannot identify an individual.

b. Safeguards.
We maintain administrative, physical, and technical safeguards in compliance with HIPAA's Security Rule (45 CFR §§164.308, 164.310, and 164.312) to protect PHI from unauthorized use or disclosure. These safeguards include encryption, access controls, secure hosting, audit logs, and staff confidentiality policies.

c. Reporting of Breaches.
We will promptly notify the Covered Entity of any unauthorized use or disclosure of PHI or any security incident that compromises the confidentiality, integrity, or availability of PHI. Notifications will be made without unreasonable delay and in compliance with the HIPAA Breach Notification Rule (45 CFR §§164.400–414).

d. Subcontractors.
If we use subcontractors or third-party service providers who may have access to PHI, we will ensure that each agrees in writing to comply with the same HIPAA requirements that apply to The Care Guides.

e. Access, Amendment, and Accounting.
Upon request, The Care Guides will assist the Covered Entity in fulfilling its obligations under HIPAA to provide access to, amend, or account for disclosures of PHI. We will not respond directly to such requests from individuals unless authorized in writing by the Covered Entity.

f. Return or Destruction of PHI.
Upon termination of the Services or this Agreement, The Care Guides will return or securely destroy all PHI received from the Covered Entity, unless retention is required by law. If destruction is infeasible, we will continue to protect the PHI in accordance with this BAA and limit further uses and disclosures.

g. Termination for Cause.
If The Care Guides materially breaches this BAA, the Covered Entity may terminate the Services after providing written notice and a reasonable opportunity to cure. If cure is not possible, the Covered Entity may immediately terminate the relationship.

h. Survival.
The obligations of The Care Guides under this BAA survive termination of the Services as long as we maintain PHI.

5. Security and Third-Party Providers

We take reasonable measures to safeguard all information processed through our Services. However, you acknowledge that no online system is completely secure. The Services may also rely on third-party hosting, communication, or payment platforms. While we choose trusted providers and require them to maintain confidentiality and security, we cannot control or be responsible for their independent actions or terms of service.

6. Disclaimers and Limitation of Liability

The Services are provided "as is" and "as available." We make no warranties or representations, express or implied, about their operation, performance, or suitability for your specific purposes. The Care Guides disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, The Care Guides and its affiliates will not be liable for any indirect, incidental, special, or consequential damages arising from your use of the Services, even if we were advised of the possibility of such damages. Our total liability to you for any claim related to these Terms or the Services will not exceed the total amount you have paid to The Care Guides in the twelve (12) months preceding the claim, or one hundred dollars ($100) if no fees have been paid.

7. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, including if you breach these Terms or misuse the Services. Upon termination, your right to use the Services immediately ends, and any outstanding payment obligations remain due. Certain sections, including those related to intellectual property, limitation of liability, confidentiality, and dispute resolution, will continue to apply after termination.

8. Indemnification

You agree to indemnify and hold harmless The Care Guides, its affiliates, officers, directors, and employees from any claims, damages, or expenses arising from your violation of these Terms, misuse of the Services, or breach of applicable laws, including any misuse of personal or health data.

9. Modifications to the Terms

We may update or modify these Terms from time to time. If we make material changes, we will notify you in advance, for example through the Site or by email. Continued use of the Services after the effective date of updated Terms constitutes acceptance of those changes.

10. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-law principles. Any disputes arising under or related to these Terms will be resolved exclusively in the state or federal courts located in New Castle County, Delaware. By using the Services, you consent to that jurisdiction and venue.

11. Entire Agreement

These Terms, together with any applicable Order and the Privacy Policy, constitute the entire agreement between you and The Care Guides regarding your use of the Services and supersede any prior agreements or understandings.