These terms are the agreement between CareDots and the clinic or organization that signs up for CareDots. We have written them in plain language. CareDots is an evolving product, and these terms say so honestly. If anything is unclear, write to us at [email protected].
1. Accepting these terms
These Terms of Service (the “Terms”) govern your use of CareDots’ websites, applications and related services (together, the “Service”). “CareDots,” “we” and “us” mean CareDots. “Customer,” “you” and “your” mean the clinic, practice or organization that creates an account.
You accept these Terms when you tick the box or select the button at sign-up that says you agree, or when you first use the Service, whichever comes first. If you accept on behalf of a clinic or organization, you confirm that you have the authority to bind it to these Terms. If you do not have that authority, or do not agree, please do not use the Service.
Some parts of the Service have their own terms, such as the Business Associate Agreement or an order. If one of those conflicts with these Terms, the more specific document applies to that subject.
2. The Service
CareDots provides tools for care coordination, documentation support, AI-assisted workflows, communications and program management, as made available from time to time. The Service includes applications for care teams, clinicians and patients, and may connect with third-party systems where available.
The Service is a tool that supports healthcare professionals. It is not a medical provider, it does not practice medicine, and it does not give medical advice.
3. An evolving service
CareDots is being built in the open and changes often. Features may be changed, added, paused or removed. Some features are labelled beta, preview or early access, and may be less complete or less reliable than the rest of the Service. We will try to give reasonable notice of changes that significantly affect how you use the Service, but we may sometimes need to change things quickly.
The Service is provided “as is” and “as available.” We work hard to keep it running well, but we do not promise a particular level of availability or uptime unless we agree to one with you in writing.
4. Accounts and users
You are responsible for your account and for everyone you let use it. In particular you agree to:
- give accurate information when you sign up and keep it up to date;
- add only people you authorize, and remove access promptly when someone leaves your team or no longer needs it;
- keep sign-in details, passkeys and devices secure, and tell us promptly at [email protected] if you think an account has been used without permission;
- make sure each user has the licenses, credentials and training that their role requires.
Each paid seat is for one named person. Seats may not be shared.
5. Trials and pilots
We may offer a free trial, a pilot or free months. Unless we give you a written offer that says otherwise, trial and pilot access is provided on these Terms, may be limited, and may end at any time on notice. When a trial or pilot ends, paid use begins only if you choose to continue.
6. Fees, billing, taxes and renewal
You agree to pay the fees shown at sign-up, in your order, or on our website for the plan and add-ons you choose. Some parts of the Service, such as calls, texts and AI use, may be charged based on usage. Certain apps or features may be offered at no charge, and we may stop offering any free feature on notice.
- Billing. Fees are billed in advance or in arrears as described at sign-up or in your order, and are paid through our payment processor. You authorize us to charge the payment method you provide.
- Changes to fees. We may change our fees on at least 30 days’ notice. A change takes effect at your next renewal or billing period after the notice period. If you do not agree to a change, you may cancel before it takes effect.
- Taxes. Fees do not include taxes. You are responsible for any sales, use, value-added or similar taxes, other than taxes on our income.
- Renewal. Subscriptions renew automatically for successive periods until cancelled.
- Late or failed payments. If a payment fails or is overdue, we may retry it, charge reasonable late fees permitted by law, or suspend the Service after notice.
- No refunds. Except where these Terms or the law say otherwise, fees already paid are not refundable.
Billing codes, payer rules and reimbursement are your responsibility. The Service may help you track time and activity toward programs, but you decide what to bill, and we make no promise about what any payer will cover or pay.
7. Cancellation and exporting your data
You may cancel at any time from your account or by writing to [email protected]. Cancellation takes effect at the end of the current billing period, and you will have access until then.
For 30 days after your account ends, you may ask us to make your Customer Data available to you in a standard format, such as CSV or PDF. After that period we delete or de-identify Customer Data as described in the Business Associate Agreement, except where the law requires us to keep it. You are responsible for keeping your own medical records, including copying final documentation to your electronic health record.
8. Your data
“Customer Data” means the information you or your users, or your patients through your account, put into the Service, including protected health information (“PHI”). As between you and CareDots, you own your Customer Data.
You give us a limited right to host, process, transmit and display Customer Data, and to use the service providers described in our Privacy Policy, only to provide, secure, support and improve the Service for you, and as the law and your agreements with us allow. We may use de-identified and aggregated information that does not identify you or any individual to operate and improve the Service, as the law permits.
You are responsible for the accuracy and lawfulness of Customer Data, and for having every consent, notice and authorization needed to put it into the Service and to use the Service with your patients.
9. Patient information and the Business Associate Agreement
CareDots is HIPAA ready. Before you add real patient information to the Service, an authorized person at your clinic must sign the in-product Business Associate Agreement (“BAA”). Until it is signed, real patients are blocked and you should use test information only. Do not put PHI into the Service by any other route before the BAA is signed.
For PHI, the BAA governs how we handle it. If the BAA and these Terms conflict about PHI, the BAA prevails. You remain responsible for your own compliance with HIPAA and other laws that apply to you, including your notices to patients and your use of the Service in line with your own policies.
10. AI features and clinical responsibility
Parts of the Service use artificial intelligence to draft, summarize, suggest, flag or prepare work, for example drafted notes, summaries, suggested tasks, flags for review and draft messages (“AI Output”). Please understand and agree that:
- AI Output may be incomplete, out of date or wrong, and can sound more confident than it deserves.
- AI Output is a draft for a qualified person to review. It is not a diagnosis, treatment recommendation or medical advice.
- You and your clinicians make all clinical, billing, coding and care decisions, and are responsible for reviewing, correcting and approving any AI Output before relying on it, saving it to a record or sending it to a patient.
- Where the Service prepares calls, texts or other outreach, it is designed so that a person in your team reviews or approves outbound actions. You are responsible for what you approve and for anything sent from your account.
We use third-party AI model providers to power these features. We do not allow patient information to be used to train those providers’ general models, as described in our Privacy Policy.
11. The patient app
The patient app (PatientDot) is offered to patients of clinics that use CareDots, and may be free to the patient. A patient’s use of the app is also subject to these Terms and to the notices their clinic provides. The patient app is not for emergencies. If you or someone you know may be having a medical emergency, call 911 or your local emergency number. Messages sent through the app may not be read right away.
Clinics are responsible for telling their patients how the app is used, for who may see what, and for responding to patient requests. Patients under 18 use the app through a parent or guardian, as the clinic directs. The product is not for children under 13.
12. Acceptable use
You agree not to, and not to let anyone else:
- use the Service in a way that breaks the law, or that infringes someone else’s rights;
- upload malicious code, or probe, scan or test the Service’s security without our written permission;
- reverse engineer or copy the Service, or use it to build a competing product;
- access the Service by automated means, other than through interfaces we make available;
- resell or provide the Service to others, except as we agree in writing;
- use the Service to send spam, harass anyone, or send content that is unlawful or deceptive;
- use the Service in an emergency, as a substitute for professional judgment, or in a way that is intended to cause harm;
- try to get around limits, security controls or usage measures.
13. Third-party services and EHRs
The Service may work with systems and services we do not control, such as electronic health records, device makers, phone carriers and payment processors, and may include a browser extension that works beside your EHR. These are provided by others, under their own terms. We do not promise that any particular integration will be available, accurate or uninterrupted, and a third party may change or end its service at any time. You are responsible for your own accounts and agreements with those third parties, and for having the right to connect them.
14. Calls, texts and patient consent
The Service can help you place calls and send text messages and other communications to patients, using your clinic’s numbers and settings. You are responsible for patient consent. That includes obtaining, recording and honoring all consents and opt-outs that the law and carrier rules require for calls, texts, recorded calls and AI-assisted calls, including under the Telephone Consumer Protection Act (TCPA), state call-recording laws and carrier registration requirements. You are also responsible for the content of your messages and the time at which they are sent, and for stopping outreach when a patient asks. We provide tools that can help, but we do not provide legal advice and we do not decide whether you have the consent you need.
15. Confidentiality
Each of us may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use it only to carry out these Terms, protect it with reasonable care, and not share it except with people and providers who need to know it and are bound to similar duties. This does not apply to information that is public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully received from someone else. A party may disclose Confidential Information if the law requires it, after giving notice where permitted. PHI is handled under the BAA.
16. Intellectual property
CareDots and its licensors own the Service, including the software, design, names, logos and documentation. We give you a limited, non-exclusive, non-transferable right to use the Service during your subscription for your own internal clinic operations, under these Terms. We do not give you any other rights. You keep the rights you have in your Customer Data and, as between us, in the AI Output produced for you, subject to the rights of any third party.
17. Feedback
If you give us ideas or suggestions about the Service, we may use them freely, without payment or obligation to you. We will not identify you as the source without your permission, and feedback does not include your Customer Data.
18. Disclaimer of warranties
To the fullest extent the law allows, the Service is provided “as is” and “as available,” and CareDots makes no warranties of any kind, whether express, implied or statutory. That includes any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not promise that the Service will be uninterrupted, error-free or secure, that AI Output will be accurate or complete, or that the Service will meet your needs. We do not guarantee any clinical, financial or operational result, any reimbursement, or that your use of the Service will comply with any law. Some places do not allow certain disclaimers, so some of these may not apply to you.
19. Limitation of liability
To the fullest extent the law allows:
- neither of us will be liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, even if told they might happen; and
- each party’s total liability to the other for all claims arising out of or relating to these Terms and the Service will not exceed the greater of (a) the fees you paid to CareDots in the 12 months before the event that gave rise to the claim, and (b) US$100.
These limits do not apply to your obligation to pay fees, to either party’s indemnity obligations in the next section, to a party’s fraud, gross negligence or willful misconduct, or to anything that the law does not allow to be limited. Liability under the BAA is addressed in the BAA.
20. Indemnities
By us. We will defend you against a third-party claim that the Service, as we provide it, infringes that third party’s intellectual property rights, and pay the damages and costs that a court finally awards or that we agree in settlement, as long as you promptly tell us about the claim, let us control its defense, and cooperate reasonably. This does not cover claims that come from your Customer Data, your changes, or your combination of the Service with something we did not provide. If the Service is, or may be, found to infringe, we may change it, get a license for it, or end the affected part and refund prepaid fees for the unused period.
By you. You will defend us against a third-party claim that comes from your Customer Data, your use of the Service in breach of these Terms, your failure to obtain patient consent or give required notices, or your clinical, billing or coding decisions, and pay the damages and costs that a court finally awards or that you agree in settlement, as long as we promptly tell you about the claim, let you control its defense, and cooperate reasonably. You may not settle a claim in a way that admits fault for us without our consent.
21. Suspension
We may suspend or limit access to all or part of the Service if we reasonably believe it is needed to protect the Service, patients or other customers, to stop misuse or a breach of these Terms, to follow the law, or if fees are overdue. Where we reasonably can, we will tell you why and, if it can be fixed, work with you to restore access. Suspension does not end your obligation to pay fees.
22. Term and termination
These Terms begin when you accept them and continue for as long as you use the Service. Either of us may end them for convenience by cancelling as described above. Either of us may end them for a material breach that the other has not fixed within 30 days of written notice, and we may end them at once for repeated or serious misuse. When these Terms end, your access ends, fees you owe stay payable, and the sections that by their nature should continue (including data, confidentiality, intellectual property, disclaimers, liability, indemnities, governing law and general) will continue.
23. Changes to these Terms
We may update these Terms from time to time. When we make a material change, we will give you reasonable notice, for example by email to your account contact or a notice in the Service, and will update the date at the top. The change takes effect on the date stated in the notice, which will normally be at least 30 days later unless a faster change is needed for legal, security or safety reasons. If you keep using the Service after a change takes effect, you accept the updated Terms. If you do not agree, you may cancel before the change takes effect.
24. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Before starting a formal claim, each of us agrees to try to resolve the matter in good faith by written notice and discussion for at least 30 days. Subject to that, the state and federal courts located in Delaware have exclusive jurisdiction over any dispute, and each of us consents to those courts.
25. Notices
Send notices to us by email to [email protected]. We may send notices to you by email to the contact on your account, or through the Service. A notice sent by email is treated as received on the next business day.
26. General
- Entire agreement. These Terms, together with the BAA and any written order or offer from us, are the whole agreement about the Service and replace earlier discussions about it.
- Order of precedence. For PHI, the BAA prevails. For anything else, a written order signed by both of us prevails over these Terms for its subject.
- Severability. If part of these Terms cannot be enforced, the rest stays in effect.
- No waiver. Not enforcing a right right away does not give it up.
- Assignment. You may not transfer these Terms without our written consent, except to a successor that buys your clinic or substantially all its assets and tells us. We may transfer them in connection with a merger, sale or reorganization, or to an affiliate.
- Force majeure. Neither of us is responsible for delays or failures caused by events beyond our reasonable control, such as outages of internet, utility, carrier or cloud providers, natural events, or government action.
- Relationship. We are independent contractors. Nothing here creates a partnership, agency or employment relationship, and there are no third-party beneficiaries.
- Contact. Questions about these Terms: [email protected].
Thank you for trusting CareDots with part of your care team’s work. Please read our Privacy Policy as well.