Carestamp Software License Agreement

Carestamp is a hosted software platform designed to help home-care organizations manage scheduling, caregiver attendance, location-confirmed clock-ins and clock-outs, visit documentation, care tasks, concerns and incidents, timesheets, reports, audit history, and approved family updates (the “Service”). Carestamp is designed for operational and documentation support. It is not a provider of medical, nursing, legal, payroll, tax, emergency-response, or clinical services.

Subject to your timely payment of all applicable fees and compliance with this Agreement, Carestamp grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Service solely for Customer’s internal business operations. Customer may permit its authorized personnel—including administrators, supervisors, caregivers, and authorized family users—to access the Service only as allowed by their assigned roles and permissions. Customer is responsible for all use of the Service through its accounts. No ownership interest in the Service, software, documentation, trademarks, or other Carestamp intellectual property is transferred to Customer.

Customer will:

• Provide accurate and current account information.
• Maintain the confidentiality of account credentials.
• Assign access only to authorized users.
• Promptly deactivate users who no longer need access.
• Notify Carestamp promptly of suspected unauthorized access or security incidents involving the Service.
• Ensure that all authorized users comply with this Agreement.

Customer is responsible for the acts and omissions of its authorized users.

“Customer Data” means information submitted to, stored in, or transmitted through the Service by or for Customer, including client, caregiver, scheduling, visit, documentation, and account information. Customer retains all rights in Customer Data. Customer grants Carestamp a limited right to host, process, transmit, display, and otherwise use Customer Data only as necessary to provide, secure, support, and improve the Service; comply with law; and enforce this Agreement. Customer represents and warrants that it has obtained all rights, permissions, notices, and consents necessary to provide Customer Data to Carestamp and to permit the uses described in this Agreement. Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for determining which users may access it.

Customer must not use the Service to submit information that it is not legally permitted to collect, use, disclose, or store. Carestamp will handle personal information in accordance with its Privacy Policy. If Customer intends to use Carestamp in a manner that involves protected health information or other regulated data, the parties must first determine whether a separate written data-processing agreement or Business Associate Agreement is required. Carestamp is not representing through this Agreement that the Service is HIPAA compliant, MassHealth compliant, Medicaid compliant, EVV compliant, certified, or approved by any governmental authority.

Customer is solely responsible for:

• Its care services, care plans, policies, supervision, staffing decisions, payroll practices, and legal obligations.
• The review and approval of visit records, notes, incidents, concerns, family summaries, reports, and corrections.
• Establishing appropriate user roles, permissions, notification settings, clock-in policies, location policies, and retention practices.
• Verifying information before relying on it for billing, payroll, legal, regulatory, clinical, employment, or other decisions.
• Providing any required notice to and obtaining any required consent from caregivers, clients, family members, and other individuals regarding the use of the Service, including location-confirmed clock-in and clock-out features.

Carestamp records information submitted by users and devices. Customer acknowledges that:

• Location information can be unavailable, inaccurate, delayed, or affected by device settings, connectivity, GPS accuracy, user permissions, or other technical factors.
• A location-confirmed clock-in or clock-out is not a guarantee that a person was present for an entire visit or that every service was performed.
• The Service does not provide continuous location tracking unless Customer separately enables a lawful, disclosed feature made available by Carestamp.
• Carestamp does not verify medication administration, provide medical advice, diagnose conditions, make clinical decisions, or replace professional judgment.
• Carestamp does not replace emergency services. In an emergency or situation involving immediate danger, Customer and its users must contact 911 or the appropriate emergency service.
• Customer must not describe or market Carestamp as EVV compliant, MassHealth compliant, Medicaid compliant, HIPAA compliant, certified, or government-approved unless Carestamp has expressly confirmed that status in writing for the applicable Service and use case.

If Carestamp offers AI-assisted features, including note cleanup, summaries, suggested wording, or documentation prompts, those features are intended only to assist authorized users. Customer and its users remain fully responsible for reviewing, correcting, approving, and deciding whether to use any AI-generated output. AI-generated content may contain errors or omissions and must not be treated as medical, legal, clinical, payroll, tax, or compliance advice. Carestamp will not intentionally use AI to invent facts, diagnose a client, make treatment decisions, or automatically send sensitive family communications without the applicable human approval workflow.

Customer will pay the fees associated with its selected subscription plan. Fees are billed in advance on the billing interval selected at checkout, unless otherwise stated in an applicable order form. Subscription fees are non-refundable except where required by law or expressly stated in writing by Carestamp. Customer is responsible for applicable taxes, except taxes based on Carestamp’s net income. Customer must maintain a valid payment method. If payment fails, Carestamp may suspend or limit access to the Service after providing reasonable notice. Carestamp may change pricing for a future renewal term by providing at least thirty (30) days’ prior notice, unless a different period is stated in an order form or required by law.

Customer’s subscription plan may include limits, including limits based on active clients, users, locations, storage, features, or usage. Customer agrees to remain within its plan limits or upgrade to an appropriate plan. Carestamp may provide notices of excess use and may restrict new use, require an upgrade, or charge applicable overage fees where permitted by the selected plan and applicable law.

This Agreement begins when Customer first accepts it and continues until terminated. Paid subscriptions automatically renew for successive subscription periods unless Customer cancels before the renewal date through its account settings, the Stripe Customer Portal, or another method made available by Carestamp. Customer may cancel its subscription at any time. Unless otherwise stated, cancellation takes effect at the end of the then-current paid billing period. Customer will retain access through that period, subject to this Agreement and payment of all amounts due.

Carestamp may suspend or terminate Customer’s access immediately if:

• Customer materially breaches this Agreement;
• Customer fails to pay amounts due;
• Customer's use creates a security risk, threatens the Service, or harms other customers;
• Carestamp reasonably believes Customer is using the Service unlawfully or in a manner that could create liability; or
• Suspension is required by law or a governmental authority.

Upon termination, Customer’s license and right to access the Service end. Customer remains responsible for fees incurred before termination.

During the active subscription term, Customer may export available Customer Data using the Service’s export features, subject to plan limitations and applicable law. Following termination, Carestamp may retain Customer Data for a limited period described in its applicable retention policy or as required for legal, security, backup, dispute-resolution, or compliance purposes. After that period, Carestamp may delete or anonymize Customer Data, unless legally required to retain it. Customer is responsible for exporting its information before the end of the applicable post-termination access period.

Customer and its users may not:

• Copy, modify, reverse engineer, decompile, or create derivative works of the Service except where prohibited by law.
• Rent, lease, sell, resell, sublicense, or provide unauthorized access to the Service.
• Use the Service to violate law, infringe rights, or transmit malicious code.
• Attempt to bypass security controls, access another organization's data, probe the Service, or interfere with its operation.
• Use the Service to make automated medical, clinical, employment, legal, financial, or treatment decisions.
• Upload information, files, or content that Customer does not have the right to use.
• Use the Service for high-risk or emergency purposes where failure or delay could lead to death, personal injury, or serious harm.

Carestamp and its licensors own all rights, title, and interest in the Service, including its software, interfaces, designs, documentation, trademarks, analytics, and improvements. If Customer provides suggestions or feedback, Customer grants Carestamp the right to use that feedback without restriction or obligation, provided Carestamp does not identify Customer publicly without permission.

Each party may receive confidential information from the other party. Each party will use the other party’s confidential information only to perform under this Agreement and will protect it using reasonable care. Confidential information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed, or lawfully received from a third party.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARESTAMP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SECURITY, UNINTERRUPTED AVAILABILITY, OR ERROR-FREE OPERATION. CARESTAMP DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL DATA, LOCATION INFORMATION, REPORTS, OR USER-SUBMITTED RECORDS WILL BE COMPLETE, ACCURATE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARESTAMP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICE. CARESTAMP’S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO CARESTAMP FOR THE SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, the above limitations apply only to the extent permitted by law.

Customer will defend, indemnify, and hold harmless Carestamp and its officers, directors, employees, contractors, and affiliates from claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

• Customer Data;
• Customer's or its users' breach of this Agreement;
• Customer's care delivery, employment, payroll, billing, privacy, consent, or regulatory obligations; or
• Customer's violation of law or infringement of another party's rights.

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. Any dispute arising from this Agreement will be brought exclusively in the state or federal courts located in Middlesex County, Massachusetts, and each party consents to that jurisdiction and venue.

Carestamp may update this Agreement from time to time. If a change is material, Carestamp will provide reasonable notice through the Service, by email, or by another reasonable method. The updated Agreement will take effect on the stated effective date. Continued use of the Service after that date constitutes acceptance of the updated Agreement.

This Agreement, together with any applicable order form, Privacy Policy, Data Processing Agreement, Business Associate Agreement, or other written agreement signed by the parties, forms the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the remaining provisions will remain in effect. Carestamp’s failure to enforce a provision is not a waiver. Customer may not assign this Agreement without Carestamp’s prior written consent. Carestamp may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets. Electronic acceptance of this Agreement is legally binding.

Questions about this Agreement should be sent to:

Kavuma Technologies LLC
316 New Boston St
Woburn MA

Email: legal@mycarestamp.com
Website: https://mycarestamp.com