These Terms and Conditions, together with the Service Contract / Order Form and the Privacy Policy (each incorporated by reference), govern the provision of the Services by Mykare Technologies Inc to the Customer. By executing a Service Contract, the Customer agrees to these Terms.
In these Terms, unless the context otherwise requires:
Nature of the Services. Mykare provides a software-as-a-service platform (Kare OS) and AI voice and messaging Agents that the Customer uses to automate and support its patient communications and operations. The Company is a technology and software provider only. It does not provide medical advice, diagnosis, treatment or any healthcare service, does not exercise clinical judgement, and is not an aggregator of, or intermediary for, healthcare services. All clinical and healthcare decisions, and responsibility for the Customer’s patients, rest solely with the Customer and its licensed professionals.
Service modules. The Services comprise the following AI Agent modules, as selected and configured in the Service Contract and Statement of Work (Exhibit A):
Optional add-on modules, where selected and separately quoted, may include custom voice-persona development and voice cloning of Customer-authorised speakers (subject to the consent and disclosure requirements described in our Privacy Policy, Section 13.3), specialty-specific clinical knowledge tuning, integrations to non-standard EHR / PMS / telephony platforms, and dedicated infrastructure / single-tenant deployment.
AI Services. The Customer acknowledges that AI Services are provided for informational and operational-support purposes only; AI outputs are probabilistic, do not constitute medical advice, and are not a substitute for the professional judgement of qualified personnel. The Company does not warrant the accuracy, completeness, timeliness or continuous availability of AI outputs, which may be modified, suspended or discontinued. Certain AI functionality relies on AI Subprocessors operating under their own policies.
Provisioning. The Company will provide the Services in accordance with the Statement of Work (Exhibit A) and the Service Level Agreement (Exhibit B) and will provide reasonable technical support in accordance with the Support Terms (Exhibit C). See Section 14 below for a summary of our current service-level commitments.
As part of registration, the Customer will identify an administrative user name and password for its account. The Company reserves the right to refuse registration of, or cancel, credentials it deems inappropriate. The Customer is responsible for maintaining the security of its account, credentials and Equipment, and for all use of its account and the Services, whether or not authorised, and for ensuring that its Authorised Users comply with the Agreement.
The Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any related software; (b) modify, translate or create derivative works based on the Services or any software; (c) use the Services for timesharing, service-bureau, resale or other third-party commercial purposes; or (d) remove any proprietary notices or labels. With respect to any software provided for use on Customer premises or devices, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use such software during the term solely in connection with the Services.
The Customer represents, covenants and warrants that it will use the Services only in compliance with the Company’s standard published policies then in effect and all applicable laws and regulations, and agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses arising from any violation of the foregoing or otherwise from the Customer’s use of the Services. The Customer is responsible for obtaining and maintaining all equipment, connectivity and ancillary services needed to access the Services, and for the security of the same.
As a condition of receiving the Services, the Customer shall:
As between the parties, the Customer is solely responsible for the lawful basis for, and lawful conduct of, its patient communications, and for all clinical decisions. The Company may suspend the Services where it reasonably believes the Customer’s use creates a legal, security or safety risk.
The Customer shall pay the Fees described in the Service Contract. The Company may change the Fees or institute new charges with effect from the end of the Initial Service Term or then-current renewal term, on thirty (30) days’ prior notice. Invoices are payable within seven (7) calendar days of the invoice date; if unpaid within that period, the Customer’s account will automatically switch to View-Only Mode, restored once outstanding payments are received. Any billing dispute must be raised within sixty (60) days of the invoice date. The Customer is responsible for all taxes associated with the Services, other than taxes on the Company’s net income.
Each party will take reasonable precautions to protect the other’s Proprietary Information and will not use it (except in performance of the Services) or disclose it to any third party, subject to standard exceptions (public availability, prior knowledge, third-party disclosure without restriction, independent development, or legal requirement). Confidentiality obligations survive for five (5) years from disclosure.
The Company may collect and analyse data relating to the provision, use and performance of the Services, and may use such data solely to provide, maintain, operate, support and secure the Services, and disclose such data only in aggregated or de-identified form in connection with its business.
All intellectual property rights in and to Kare OS, the Services and all related software and documentation vest exclusively in the Company. As between the parties, Customer Data remains the property of the Customer.
Roles. As between the parties, the Customer is the data fiduciary / controller in respect of Patient Data and is responsible for establishing a valid lawful basis and obtaining all required consents. The Company acts as a data processor and will process Customer Data and Patient Data solely to provide the Services and on the Customer’s documented instructions.
BAA. Where the Customer is a HIPAA Covered Entity or transmits PHI, the parties will execute a Business Associate Agreement, which governs PHI to the extent of any conflict with these Terms.
Subprocessors. The Company may engage AI Subprocessors and other subprocessors, which operate under their own policies aligned with industry privacy, security and ethical standards. The Company will impose appropriate confidentiality and security obligations on its subprocessors; the Company is not responsible for the accuracy, availability or performance of third-party AI systems beyond its reasonable control.
Security. The Company will maintain commercially reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss or disclosure.
The Company will use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimises errors and interruptions, and will perform implementation services in a professional and workmanlike manner.
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE OR FREE OF HARMFUL COMPONENTS.
Each party shall defend, indemnify and hold harmless the other from third-party claims, losses, damages, liabilities and expenses arising from (a) any material breach by the indemnifying party of its obligations, warranties or covenants under the Agreement, or (b) any third-party claim arising from the indemnifying party’s acts or omissions in breach of the Agreement, including any claim of patent or copyright infringement or trade-secret misappropriation.
The Customer shall additionally indemnify the Company against claims arising from (a) the Customer’s scripts, content, data or instructions; (b) the Customer’s failure to provide required disclosures or to obtain or maintain required consents; and (c) the Customer’s clinical decisions or healthcare services.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY NOR ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE LIABLE UNDER ANY THEORY FOR: (A) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) ANY MATTER BEYOND THE COMPANY’S REASONABLE CONTROL; OR (D) ANY AMOUNTS THAT, TOGETHER WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE ACT GIVING RISE TO THE LIABILITY. THIS CAP DOES NOT APPLY TO BREACH OF CONFIDENTIALITY OR BREACH OF APPLICABLE LAW.
The Agreement is for the Initial Service Term specified in the Service Contract and renews automatically for successive periods of the same duration unless either party gives at least thirty (30) days’ notice of non-renewal. Either party may terminate on thirty (30) days’ notice (or without notice for non-payment) if the other materially breaches the Agreement and fails to cure within that period. On termination, the Company will make Customer Data available for electronic retrieval for thirty (30) days, after which it will delete stored Customer Data. Sections that by their nature should survive — including accrued payment rights, confidentiality, IP, indemnity, limitation of liability and dispute resolution — survive termination.
During the term and for one (1) year thereafter, each party agrees that it will not directly or indirectly solicit for employment or hire any employee or personnel of the other party without the other party’s prior written consent.
The Company will provide the Services in accordance with the Service Level Agreement (Exhibit B) and the Support Terms (Exhibit C) of the applicable Service Contract, including the following current commitments:
Service-level commitments are subject to standard exclusions (force majeure, Customer misuse or misconfiguration, third-party/cloud-provider outages, scheduled maintenance, and security-related suspension for Customer breach) as set out in the applicable Service Contract.
Severability. If any provision is found unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary so that the Agreement otherwise remains in full force and effect.
Assignment. The Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations without consent.
Entire Agreement. The Agreement is the complete and exclusive statement of the parties’ understanding and supersedes all prior agreements and communications on its subject matter.
No Agency. No agency, partnership, joint venture or employment is created by the Agreement, and the Customer has no authority to bind the Company.
Notices. Notices must be in writing and are deemed given on personal delivery; when receipt is electronically confirmed (email); the next day if sent by recognised overnight courier; or on receipt if sent by registered post. Notices to the Company may be sent to support@mykare.ai.
Governing Law. The Agreement and any disputes arising out of or related to it are governed by the laws of the State of Delaware, United States, without giving effect to conflict-of-laws rules or the United Nations Convention on the International Sale of Goods.
Dispute Resolution. Any dispute, controversy or claim arising out of or in connection with the Agreement shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Rules in force. The seat and venue of arbitration shall be Singapore (unless the tribunal determines otherwise after consulting the parties). The tribunal shall consist of one (1) arbitrator. The language shall be English. The prevailing party in any enforcement action is entitled to recover reasonable costs and attorneys’ fees.
Force Majeure. The Company is not liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, pandemic, government action, or internet or telecommunications failures.
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