End-User License Agreement

Subject to your compliance with this EULA and timely payment of applicable subscription fees, CareMAR grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for the internal business operations of one or more licensed California residential care or intermediate care homes that you are authorized to operate — Residential Care Facilities for the Elderly (RCFEs) and Adult Residential Facilities (ARFs) licensed by the California Department of Social Services, and Intermediate Care Facilities for the Developmentally Disabled (ICF/DD, ICF/DD-H and ICF/DD-N) licensed by the California Department of Public Health.

You may not, and may not permit any third party to:

• Copy, modify, translate, or create derivative works of the Software;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or trade secrets from the Software, except to the extent such restriction is prohibited by applicable law;
• Sell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the Software or your rights under this EULA;
• Use the Software to provide a hosted or managed service to third parties (including operating it on behalf of facilities you do not own or are not contracted to manage);
• Remove or alter any copyright, trademark, or other proprietary notices contained in or on the Software;
• Use the Software to develop or train a competing product, including by scraping, mirroring, or systematically extracting data from the Software's interfaces;
• Use the Software in violation of any law, regulation, or third-party right;
• Interfere with or disrupt the integrity, performance, or security of the Software, including by introducing malware, executing automated load tests without prior written permission, or circumventing rate limits or access controls;
• Access the Software in order to benchmark its performance or features for publication or for the benefit of a competitor without our prior written consent.

The Software is licensed per facility. Each facility account requires its own subscription. You are responsible for safeguarding the credentials issued to your administrator users and the PIN issued to your caregiver portal. You must notify us at [email protected] promptly upon learning of any unauthorized use of your credentials or PIN.

We may release updates, patches, and new versions of the Software from time to time and at our discretion. Updates may add, change, or remove functionality. Where a change materially reduces functionality you previously paid for, we will provide reasonable advance notice and, where appropriate, an option to cancel without penalty.

The Software is licensed, not sold. CareMAR and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights, except for the limited license expressly granted in Section 1. No rights are granted by implication, estoppel, or otherwise.

You retain ownership of all data you submit to the Software, including resident records, medication entries, scanned documents, and signed forms ("Customer Data"). You grant CareMAR a worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as needed to operate and improve the Software for your benefit.

If you choose to submit comments, suggestions, or other feedback regarding the Software ("Feedback"), you grant CareMAR a perpetual, irrevocable, royalty-free license to use that Feedback for any purpose, including incorporating it into the Software, without obligation to you.

The Software incorporates open-source and third-party components, each of which is subject to its own license terms. A list of those components and their licenses is available on request from [email protected]. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of those third-party licenses.

This EULA is effective until terminated. It terminates automatically if you fail to comply with any of its terms. We may suspend or terminate your access to the Software immediately upon written notice if you breach this EULA or if your subscription lapses. Upon termination you must cease all use of the Software. Sections 2, 5, 6, 9, 10, 11, 12, 13, and 14 survive termination.

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAREMAR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CAREMAR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET ANY PARTICULAR REGULATORY OR CLINICAL REQUIREMENT.

THE SOFTWARE IS A RECORD-KEEPING TOOL AND IS NOT A MEDICAL DEVICE OR CLINICAL DECISION SUPPORT SYSTEM. YOU REMAIN SOLELY RESPONSIBLE FOR CLINICAL JUDGMENT, MEDICATION ADMINISTRATION, AND REGULATORY COMPLIANCE AT YOUR FACILITY.

Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CAREMAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST OR CORRUPTED DATA, COST OF SUBSTITUTE SERVICES, REGULATORY CITATIONS, FINES OR PENALTIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS EULA OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CAREMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Aggregate cap. CAREMAR'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE — TAKEN TOGETHER, REGARDLESS OF THE NUMBER OR NATURE OF THE CLAIMS, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, INDEMNITY, OR ANY OTHER THEORY — WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO CAREMAR FOR THE SOFTWARE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE EARLIEST SUCH CLAIM. MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.

Clinical and regulatory outcomes. The Software is a record-keeping tool. CareMAR is not liable for medication errors, missed or mistimed administrations, resident injury or death, care decisions, staffing decisions, survey findings, citations, or license actions at your facility, nor for the accuracy, completeness, or clinical correctness of any data you or your staff enter, import, scan, or transmit through the Software. Responsibility for clinical judgment and regulatory compliance rests with the licensed facility operator, as stated in Section 9.

Third-party services and connectivity. The Software depends on third-party providers for hosting, authentication, payment processing, fax transmission, e-signature delivery, optical character recognition, and AI-assisted extraction. CareMAR is not liable for the acts, omissions, outages, latency, data loss, or security failures of those providers, of your own network or devices, or of any service you connect to the Software. CareMAR does not publish a contractual uptime SLA, and no uptime commitment is made by this EULA.

Your indemnity is not capped. The limitations in this Section 10 do not apply to your obligations under Section 12 (Indemnification) or to amounts you owe for the Software.

Time limit on claims. Any claim arising out of or relating to this EULA or the Software must be filed within one year after the claim arose, or it is permanently barred, except where applicable law does not permit that limitation.

What this section does not limit. Nothing in this EULA excludes or limits liability that cannot lawfully be excluded or limited — including liability for fraud, willful injury to the person or property of another, or violation of law, which California Civil Code § 1668 does not permit a contract to exempt. If any portion of this Section 10 is held unenforceable, the remaining portions continue to apply to the fullest extent permitted, and the aggregate cap applies to any liability that survives.

Basis of the bargain. The fees for the Software reflect this allocation of risk. The disclaimers in Section 9 and the limitations in this Section 10 are an essential basis of the bargain between you and CareMAR, and CareMAR would not license the Software at these fees without them.

CareMAR is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, war, terrorism, civil unrest, labor action, government action, utility or telecommunications failure, internet or cloud-provider outage, or denial-of-service or other malicious attack. CareMAR will use commercially reasonable efforts to resume performance promptly.

You will defend, indemnify, and hold harmless CareMAR and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Software in violation of this EULA or applicable law, (b) Customer Data you submit, (c) your facility's clinical or operational decisions, or (d) any actual or alleged regulatory action against your facility, including by CDSS or CCLD.

This EULA is governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this EULA will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in California, by a single arbitrator. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

This EULA, together with the Terms of Use, the Privacy Policy, and any signed agreement (such as a BAA or MSA), constitutes the entire agreement between you and CareMAR with respect to the Software and supersedes all prior or contemporaneous communications, whether oral or written. If any provision is held unenforceable, the remaining provisions remain in full force.

Questions about this EULA: [email protected].