Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Atlas Care Software platform, website, and related services (collectively, the "Service") provided by Atlas Care Software, operated by Atlas Labs LLC ("Atlas Care," "we," "us," or "our"). Please read these Terms carefully before using the Service.

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

Atlas Care Software is a cloud-based home care agency management platform designed to help home care agencies streamline their operations. The Service includes, but is not limited to, features for caregiver scheduling, client management, care plan documentation, electronic visit verification (EVV), billing and payroll, compliance tracking, and reporting. We may modify, add, or discontinue features of the Service at any time, with reasonable notice for material changes that affect your use of the platform.

3. Account Registration and Security

To use the Service, you must register for an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials, including your password.
• All activities that occur under your account, whether or not authorized by you.
• Promptly notifying us of any unauthorized use of your account or any other security breach.
• Ensuring that all users within your organization who access the Service comply with these Terms.

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

4. Acceptable Use

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

• Use the Service in any way that violates applicable federal, state, or local laws or regulations, including healthcare regulations such as HIPAA.
• Upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable.
• Attempt to gain unauthorized access to the Service, other user accounts, or any computer systems or networks connected to the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Use automated systems, bots, or scripts to access the Service without our prior written consent.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Resell, sublicense, or distribute access to the Service to third parties without our written authorization.

5. Intellectual Property

The Service and its original content, features, and functionality are owned by Atlas Labs LLC and are protected by copyright, trademark, trade secret, and other intellectual property laws. Our trademarks, logos, and service marks may not be used without our prior written consent.

You retain all rights to the data and content you upload to the Service ("Your Data"). By using the Service, you grant us a limited, non-exclusive license to host, store, process, and display Your Data solely for the purpose of providing the Service to you. We will not use Your Data for any other purpose without your explicit consent.

6. Payment Terms

Access to the Service requires a paid subscription. By subscribing, you agree to the following:

• Billing Cycle: Subscription fees are billed in advance on a monthly or annual basis, depending on the plan you select. Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date.
• Pricing Changes: We may adjust pricing with at least 30 days' written notice before your next billing cycle. Continued use of the Service after a price change constitutes acceptance of the new pricing.
• Late Payments: Overdue invoices may be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend access to the Service for accounts with outstanding balances exceeding 30 days.
• Refunds: All fees are non-refundable except as expressly stated in your subscription agreement or as required by applicable law.
• Taxes: All fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on our net income.

7. Data and Privacy

Your privacy is important to us. Our collection and use of personal information in connection with the Service is described in our Privacy Policy. By using the Service, you consent to the collection and use of your information as described therein.

You are responsible for ensuring that your use of the Service complies with all applicable data protection and healthcare privacy laws, including HIPAA. If your use of the Service involves Protected Health Information, you agree to execute a Business Associate Agreement with us as described in our HIPAA Notice.

8. Service Availability and Support

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control. We will use commercially reasonable efforts to provide advance notice of planned downtime.

Technical support is available in accordance with the support plan included in your subscription. Support inquiries may be submitted through the in-app help center or by contacting our support team at the email address provided in your account dashboard.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATLAS LABS LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

10. Indemnification

You agree to indemnify, defend, and hold harmless Atlas Labs LLC and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any content or data you submit, post, or transmit through the Service.

11. Termination

Either party may terminate these Terms as follows:

• By You: You may cancel your subscription and terminate your account at any time through your account settings or by contacting us. Fees already paid are non-refundable, and cancellation takes effect at the end of the current billing period.
• By Us: We may suspend or terminate your access to the Service immediately if you breach these Terms, fail to pay fees when due, or if we reasonably believe your use of the Service poses a security risk or legal liability.

Upon termination, your right to use the Service ceases immediately. We will make your data available for export for a period of 30 days following termination, after which we may delete your data in accordance with our data retention policies and applicable legal requirements.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising out of or related to these Terms or the Service shall be resolved exclusively in the state or federal courts located in the State of Texas, and you consent to the personal jurisdiction of such courts.

Before initiating any formal legal proceeding, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least 30 days following written notice of the dispute.

13. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and Atlas Labs LLC regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.

14. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will provide at least 30 days' notice by posting the updated Terms on our website and notifying you via email or in-app notification. 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 updated Terms, you must stop using the Service and cancel your account.

15. Contact Us

If you have any questions about these Terms of Service, please contact us at: