These Terms of Service (“Terms”) are a legally binding agreement between you (“User,” “you,” or “your”) and CareTraceAI, Inc., a Delaware corporation with principal operations in California (“CareTraceAI, Inc.,” “CareTraceAI,” “Company,” “we,” “us,” or “our”), governing your access to and use of the CareTraceAI platform, including the mobile application, browser extensions, application programming interfaces, and all related services (collectively, the “Service”).
By affirmatively checking the box labeled “I have read and agree to the Terms of Service and Privacy Policy” during account creation, or by otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. Your electronic acceptance has the same legal effect as a handwritten signature under the federal E-Sign Act (15 U.S.C. § 7001) and the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1–1633.17). If you are using the Service on behalf of a healthcare facility, organization, or other legal entity (“Facility”), you represent and warrant that you have the authority to bind that entity to these Terms.
1. Service Description
1.1 Overview
CareTraceAI is an AI-powered voice documentation tool designed for nurses, certified nursing assistants, caregivers, and other care staff working in skilled nursing facilities (“SNFs”) and California Residential Care Facilities for the Elderly (“RCFEs”). The Service enables authorized care staff to record spoken patient notes, which are then transcribed and structured into clinical documentation.
1.2 Core Functionality
- Voice Recording. Users may record spoken clinical observations through the CareTraceAI mobile application.
- Transcription. Recorded audio is transmitted to AssemblyAI for speech-to-text transcription using a medical-vocabulary configuration, under executed BAA. The authoritative sub-processor list appears in Section 4 of the Privacy Policy.
- AI-Powered Note Structuring. Transcribed text (not audio) is processed by large language model technology (AWS Bedrock, under BAA) to produce structured clinical documentation.
- Review and Editing. Users may review, edit, correct, and approve AI-generated drafts before saving or exporting.
- Export and Integration. The Service may offer the ability to export finalized notes and, where available, push structured documentation into compatible EHR systems.
1.3 Not Medical Advice
The Service is a documentation tool only. CareTraceAI does not provide medical advice, clinical recommendations, diagnostic assessments, or treatment suggestions, and does not engage in the practice of medicine. The Service does not replace clinical judgment.
1.4 Service Availability
The Service is provided on an “as available” basis. CareTraceAI does not guarantee any specific level of uptime, availability, or performance unless expressly agreed in a separate written service-level agreement.
1.5 Not a Medical Device
The Service is documentation software. It is not intended to (a) acquire, process, or analyze medical images, signals, or patterns from an in-vitro diagnostic device or signal-acquisition system; (b) provide specific preventive, diagnostic, or treatment outputs or directives; or (c) substitute for the clinical judgment of a licensed healthcare professional. Consistent with the U.S. Food and Drug Administration’s Clinical Decision Support Software Guidance (September 28, 2022) and Section 520(o)(1)(E) of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 360j(o)(1)(E)), the Service is designed so that the intended user, a licensed healthcare professional, can independently review the basis of any output. The Service is not FDA-cleared, FDA-approved, or intended for any use that would meet the definition of a device under 21 U.S.C. § 321(h), and Users must not configure, prompt, or use the Service to produce diagnostic conclusions, treatment directives, or risk scores.
1.6 Beta and Pilot Features
Features labeled “beta,” “pilot,” “preview,” or similar are pre-release, may be unstable or withdrawn at any time, are provided without any service-level commitment, and are excluded from CareTraceAI’s indemnification and warranty obligations. Data generated through beta features may be deleted upon beta termination.
2. AI Disclaimer and Limitations
2.1 Human Review Required
All transcriptions and structured notes produced by the Service are AI-generated preliminary drafts. Every note must be reviewed, verified for accuracy, and approved by the authoring caregiver or qualified clinical staff before it is saved, submitted, exported, or relied upon in any way.
2.2 Known Limitations
The AI technology may produce, among other things:
- Transcription errors, mishearing words, especially medical terminology, dosages, and proper nouns
- Omissions, failing to include clinically significant details
- Incorrect structuring, placing information in wrong fields or miscategorizing conditions
- Fabrication, generating plausible-sounding but incorrect details not spoken by the user
- Loss of nuance, simplifying or reinterpreting clinical observations
- Compliance gaps, drafts that may not conform to specific regulatory requirements before User review
2.3 User Responsibility
The User is solely responsible for the accuracy and completeness of any documentation the User saves, submits, or exports. Approving a note constitutes the signing clinician’s professional attestation that the content is accurate, and the approved record is the clinician’s.
3. Account and Access
Each User must create an account with accurate information. The Service supports role-based access: Caregiver, Nurse (LVN/RN), Resident Care Director / Director of Nursing, and Administrator. Facility Administrators are responsible for managing user access and promptly deactivating accounts for individuals no longer authorized. Users must not share credentials and must be at least eighteen (18) years of age.
4. Acceptable Use
The Service is provided solely for clinical care documentation. Users shall not:
- Record non-clinical content or content unrelated to authorized caregiving duties;
- Reverse-engineer, decompile, or attempt to discover the source code of the Service, or use the Service for competitive benchmarking;
- Generate, or cause the Service to generate, false or misleading documentation, or manipulate the Service into producing diagnostic or treatment directives;
- Use the Service in violation of any applicable law, including U.S. export-control laws (EAR, 15 CFR Parts 730–774; OFAC sanctions) and anti-corruption laws (FCPA, 15 U.S.C. § 78dd-1);
- Scrape, extract, or automate access to the Service’s output by means other than the documented APIs; or
- Redistribute access to the Service for commercial gain without our prior written consent.
5. Data Ownership and Licensing
5.1 Facility Ownership of Facility Data
All clinical documentation, audio recordings, transcriptions, and structured notes created through the Service, together with account and facility information submitted by or on behalf of the Facility (collectively, “Facility Data”), are the property of the Facility. CareTraceAI does not claim ownership of Facility Data.
5.2 License to CareTraceAI
The Facility grants CareTraceAI a limited, non-exclusive, worldwide license to process Facility Data solely to (a) provide and operate the Service, (b) secure and maintain the Service, (c) comply with legal obligations, and (d) provide technical support. This license expressly excludes the use of PHI to train, fine-tune, or improve any artificial-intelligence model; any such use is permitted only as described in Section 5.5 and the executed BAA.
5.3 No Sale or Sharing of Data
CareTraceAI will not sell Facility Data to third parties, will not “share” personal information for cross-context behavioral advertising as defined by Cal. Civ. Code § 1798.140(ah), and will not use Facility Data for advertising or marketing purposes.
5.4 CareTraceAI Intellectual Property
The Service, including all software, AI models, algorithms, user interfaces, and designs, remains the exclusive property of CareTraceAI. No rights are granted to the User or Facility except those expressly set forth in these Terms.
5.5 De-identified Information
CareTraceAI may create de-identified information from Facility Data solely in accordance with 45 CFR § 164.514(b) (Safe Harbor or Expert Determination) and as permitted by the executed BAA. De-identified information is not PHI and may be used by CareTraceAI for service improvement, analytics, and aggregate benchmarking, provided that CareTraceAI does not attempt to re-identify it and does not disclose it in a manner that could reasonably permit re-identification.
6. Warranties, AI Output, and Limitation of Liability
6.1 Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ANY MATERIALS PROVIDED BY CARETRACEAI ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CARETRACEAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CARETRACEAI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
6.2 AI Output
The Service generates drafts using probabilistic artificial-intelligence models. Outputs may be inaccurate, incomplete, misstructured, or contain content the User did not say. CareTraceAI does not represent or warrant that any Service output is accurate, complete, clinically correct, or suitable for any particular use. Because the Service requires human review and attestation by the signing clinician (Sections 2.1 and 2.3), and because clinical decisions are made by licensed clinicians based on information outside the Service, CareTraceAI is not responsible for clinical decisions, care actions, or patient outcomes arising from documentation that was reviewed, edited, and approved by a Facility clinician. The foregoing does not limit CareTraceAI’s liability for (i) CareTraceAI’s gross negligence, willful misconduct, or fraud, (ii) defects caused by CareTraceAI’s failure to provide the Service in accordance with the documentation we make available, or (iii) any claim that applicable law prohibits CareTraceAI from disclaiming.
6.3 Limitation of Liability
SUBJECT TO THE CARVE-OUTS BELOW, CARETRACEAI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY FACILITY TO CARETRACEAI IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY OR (II) ONE THOUSAND U.S. DOLLARS ($1, 000).
The foregoing cap does not applyto, and the following are fully excluded from the cap: (a) CareTraceAI’s indemnification obligations under Section 7.2 for third-party intellectual-property infringement claims; (b) CareTraceAI’s breach of its confidentiality obligations under Section 12.5; (c) CareTraceAI’s obligations under the executed BAA, including any unauthorized use or disclosure of PHI caused by CareTraceAI’s acts or omissions and any breach-notification obligations under 45 CFR § 164.410; (d) CareTraceAI’s gross negligence, willful misconduct, or fraud; (e) CareTraceAI’s violation of applicable law; and (f) either party’s payment obligations. Nothing in these Terms limits liability to the extent such limitation is prohibited by Cal. Civ. Code § 1668 or other applicable law.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, EXCEPT WHERE SUCH EXCLUSION IS PROHIBITED BY LAW OR IS CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.
7. Indemnification
7.1 Facility Indemnity
Facility shall defend, indemnify, and hold harmless CareTraceAI from third-party claims arising from (a) Facility’s or its workforce’s violation of applicable law, (b) the clinical content of documentation after it has been reviewed and approved by a Facility clinician, (c) Facility’s breach of Section 4 (Acceptable Use), or (d) Facility’s gross negligence or willful misconduct,excluding, in each case, any claim to the extent caused by CareTraceAI’s breach of these Terms, breach of the BAA, violation of applicable law, or gross negligence or willful misconduct.
7.2 CareTraceAI Indemnity
CareTraceAI shall defend, indemnify, and hold harmless Facility from third-party claims alleging that (i) the Service, as provided by CareTraceAI and used in accordance with these Terms and the applicable documentation, infringes a U.S. patent, copyright, trademark, or trade secret; or (ii) CareTraceAI’s unauthorized use or disclosure of PHI in violation of the executed BAA caused the claim. CareTraceAI’s sole remedies for IP-infringement claims shall be, at CareTraceAI’s option, to (a) procure a license, (b) modify the Service to be non-infringing, or (c) terminate the affected portion of the Service and refund prepaid unused fees allocable to it. CareTraceAI has no obligation under this Section for claims arising from (x) Facility Data, (y) combinations of the Service with products not provided by CareTraceAI, or (z) modifications to the Service not made by CareTraceAI.
7.3 Procedure
The indemnified party shall promptly notify the indemnifying party of any claim, reasonably cooperate in the defense, and permit the indemnifying party to control the defense and settlement, provided that the indemnifying party shall not settle any claim in a manner that imposes non-monetary obligations on the indemnified party without the indemnified party’s prior written consent.
8. Term and Termination
8.1 Termination
A Facility may terminate these Terms at any time by providing written notice. CareTraceAI may suspend or terminate access immediately for a material breach that is not cured within thirty (30) days after written notice of the breach (except that no cure period is required for breaches of Section 4 (Acceptable Use), Section 5.4 (IP), or Section 12.5 (Confidentiality)), or upon thirty (30) days’ written notice for convenience.
8.2 Data Export, Return, and Destruction
Upon termination, CareTraceAI will provide a thirty (30) day data-export window during which Facility may download Facility Data in standard formats (CSV or JSON for structured data; PDF for finalized notes). Following the export window, CareTraceAI will return or destroy PHI in accordance with 45 CFR § 164.504(e)(2)(ii)(J) and the executed BAA. Where return or destruction is infeasible, CareTraceAI will extend the protections of the BAA to such PHI for so long as CareTraceAI retains it. The retention periods for specific data categories are set forth in the Privacy Policy (Section 5) and, where applicable, the executed BAA, and control over any general deletion reference in these Terms.
9. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Legal proceedings shall be brought in the state or federal courts located in Los Angeles County, California, and the parties consent to the personal jurisdiction of those courts. Before filing suit, the complaining party shall send written notice describing the claim to legal@caretrace.ai(for claims against CareTraceAI) or to the Facility’s administrator of record. The parties shall negotiate in good faith for thirty (30) days; the applicable limitations period shall be tolled during this 30-day period. Nothing in this Section prevents either party from seeking equitable relief to protect intellectual-property or confidentiality interests.
10. Modifications to These Terms
CareTraceAI may modify these Terms upon thirty (30) days’ prior notice to Facility administrators by email or in-app notice. Material changes that are adverse to Facility shall not take effect as to Facility until the start of its next renewal term, unless Facility accepts the changes earlier. A Facility that rejects a material adverse change may terminate for convenience and receive a pro-rata refund of prepaid unused fees. Continued use by a User after the effective date of a modification constitutes acceptance by that User.
11. Privacy, Security, and BAA
Data practices are governed by our Privacy Policy. CareTraceAI implements administrative, technical, and physical safeguards designed to comply with 45 CFR §§ 164.308, 164.310, and 164.312, as further described at /hipaa-compliance. Before CareTraceAI processes any PHI on behalf of Facility, the parties shall execute a Business Associate Agreement substantially in CareTraceAI’s standard form (available from security@caretrace.ai). If a BAA is not executed, CareTraceAI shall not receive, create, maintain, or transmit PHI for or on behalf of Facility, and Facility shall not submit PHI to the Service.The BAA governs CareTraceAI’s handling of PHI, including breach notification under 45 CFR § 164.410, and controls over these Terms as provided in Section 12.1.
12. General Provisions
12.1 Order of Precedence
These Terms, the Privacy Policy, the HIPAA Compliance Statement, and any executed BAA constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements. In the event of any conflict among these documents with respect to the treatment of PHI, the order of precedence is: (1) the executed BAA; (2) these Terms; (3) the Privacy Policy; (4) the HIPAA Compliance Statement. The HIPAA Compliance Statement is informational and does not create contractual obligations independent of the BAA or these Terms.
12.2 Assignment and Change of Control
Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations in writing. Notwithstanding the foregoing, if CareTraceAI assigns these Terms or undergoes a change of control to (a) a direct competitor of Facility, (b) a healthcare provider, health plan, or healthcare clearinghouse, or (c) an entity organized outside the United States, Facility may terminate these Terms and the executed BAA upon thirty (30) days’ written notice and receive a pro-rata refund of prepaid unused fees. Any purported assignment in violation of this Section is void.
12.3 Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, civil unrest, epidemics, utility or internet failure, and governmental action, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate. Facility’s payment obligations and CareTraceAI’s obligations under the executed BAA are not excused.
12.4 Notices
Legal notices to CareTraceAI shall be sent to legal@caretrace.ai. Notices to Facility shall be sent to the administrator email of record. Either party may update its notice address with ten (10) business days’ prior notice.
12.5 Confidentiality
Each party (as “Receiving Party”) shall hold the other party’s Confidential Information in strict confidence, use it solely to perform under these Terms, and protect it with no less than reasonable care. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including pricing, roadmaps, security documentation, and Facility Data. Obligations survive termination for five (5) years, except for trade secrets, which survive for so long as they remain trade secrets under applicable law.
12.6 Insurance
During the term, CareTraceAI shall maintain commercial general liability, technology errors-and-omissions / cyber liability, and workers’ compensation insurance (where required by law) in amounts customary for an enterprise software provider of its size and posture. Certificates are available to Facility on written request.
12.7 Limitation of Actions
Any claim arising under or relating to these Terms (other than for non-payment or intellectual-property infringement) must be commenced within one (1) year after the cause of action accrues or be forever barred, to the extent such shortening is permitted by applicable law.
12.8 Publicity
Neither party may use the other’s name, logos, or marks in marketing materials without the other party’s prior written consent, except that CareTraceAI may identify Facility as a customer in a customer list; Facility may revoke that permission at any time by written notice to legal@caretrace.ai.
12.9 Severability; Waiver; No Third-Party Beneficiaries
If any provision of these Terms is held invalid or unenforceable, the remainder shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to be enforceable. No failure to enforce a provision is a waiver of the right to enforce it later. These Terms do not create any rights in favor of any person or entity other than the parties and their permitted successors and assigns.
13. Contact
Legal inquiries: legal@caretrace.ai
Privacy inquiries: privacy@caretrace.ai
Security inquiries: security@caretrace.ai
General support: support@caretrace.ai