1. The agreement
This Master Subscription Agreement (the “Agreement”) is entered into between HCBS.AI Inc, a Wyoming corporation with its registered office at 30 N Gould St, STE N, Sheridan, WY 82801 (“HCBS.AI”, “we”, “us”, or “our”), and the individual or entity accessing the Service (“Customer”, “you”, or “your”). By creating an account, paying a Subscription fee, or otherwise using the Service, you accept this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.
2. Definitions
- Service. The HCBS.AI web product (this site, the agency-snapshot tool, the Daily Brief, audit-defense citations, the operator curriculum, SOP and dossier generation, per-agency websites, the network ranking dashboard) plus any updates or new features we release.
- Subscription. A recurring (monthly, by default) right to access the Service at a stated tier.
- Customer Data. All information, content, and records you submit to or generate within the Service, including agency data, caregiver and client records, SOPs, citations, and Daily Brief subscriber lists.
- Authorized User. An employee, contractor, or agent of Customer permitted to access the Service under Customer's account.
- PHI. Protected Health Information as defined under 45 CFR § 160.103 (HIPAA).
- BAA. A HIPAA Business Associate Agreement entered into separately when Customer transmits PHI through the Service.
- Confidential Information. Non-public information disclosed by either party that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information; pricing, roadmap, and security architecture are HCBS.AI's.
3. What you get
A non-exclusive, non-transferable, revocable license to access and use the Service during your Subscription. The license is limited to your Authorized Users and to your internal business operations as a caregiver agency operator. You may invite Authorized Users; you remain responsible for their compliance with this Agreement.
4. What you give
Truthful answers to the agency-snapshot questions, accurate data about your agency, a valid email, and (at paid tiers) a valid payment method. You will comply with applicable HCBS regulations in your state. You will not use the Service to generate fraudulent compliance artifacts; the audit trail is real, and we will not countersign misrepresentations.
5. Acceptable use
You agree not to:
- Use the Service for any unlawful, fraudulent, or deceptive purpose.
- Scrape, reverse-engineer, decompile, or train competing AI models on the Service or its outputs.
- Share account credentials across agencies; one account per agency, one set of credentials per Authorized User.
- Submit PHI into any surface not authorized in your active BAA, or transmit PHI in violation of HIPAA.
- Resell, white-label, or sublicense the Service without a separate written agreement.
- Circumvent rate limits, access controls, or security measures.
- Use the Service in any way that would violate the rights of caregivers, clients, or third parties.
- Abuse the Daily Brief unsubscribe mechanism; every opt-out is honored.
6. Subscription, fees, renewals, refunds
Paid Subscriptions bill monthly in advance via Stripe in U.S. dollars. The Subscription automatically renews each month until you cancel. You may cancel any time through your account or by emailing wecare@hcbs.ai; your access continues through the end of the then-current billing period. We do not pro-rate refunds for partial months. We may change Subscription prices on 30 days' notice; price changes take effect at your next renewal. If a feature is materially broken, write to us and we will make it right.
7. Customer Data and data ownership
Customer Data is owned by Customer. Customer grants HCBS.AI a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and display Customer Data solely to provide and support the Service. We do not sell Customer Data. We do not use Customer Data to train AI models. We process Customer Data under our Privacy Policy. You may export Customer Data in CSV, JSON, or PDF at any time. On termination, we retain Customer Data for 90 days in a recoverable state, then delete or anonymize per the schedule in the Privacy Policy.
Feedback license. If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback to improve the Service without obligation to you.
8. HIPAA and PHI
If Customer transmits PHI through the Service, Customer and HCBS.AI will execute a separate Business Associate Agreement (BAA) consistent with 45 CFR Part 164. Until a BAA is in effect, Customer will not submit PHI to the Service. PHI is encrypted at rest and in transit, access-logged on a tamper-proof audit trail on every read or write, and segregated from marketing systems. The BAA governs uses, disclosures, breach notification, and subcontractor obligations for PHI; nothing in this Agreement is intended to conflict with the BAA, and the BAA controls in the event of conflict with respect to PHI.
9. Service availability and support
We target 99.9% monthly uptime for the Service, measured excluding scheduled maintenance announced at least 24 hours in advance and excluding incidents caused by third-party infrastructure outages outside our reasonable control. The Daily Brief is targeted to deliver at 6:00 AM Customer-local; delivery delays beyond 30 minutes are tracked as incidents. Support is provided by email at wecare@hcbs.ai during U.S. business hours, Monday through Friday, excluding U.S. federal holidays. Critical-severity incidents (security, PHI exposure, total Service outage) receive same-day acknowledgement.
10. Intellectual property
As between the parties, HCBS.AI retains all right, title, and interest in and to the Service, including all software, models, documentation, designs, trademarks, and the Lora character mark, and to any derivative works thereof. Nothing in this Agreement transfers ownership of the Service or any HCBS.AI intellectual property to Customer. Customer retains all right, title, and interest in Customer Data and the trademarks and content Customer submits.
11. Warranty disclaimer (AS IS)
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. To the maximum extent permitted by applicable law, HCBS.AI disclaims all warranties, express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components, or that any defect will be corrected.
The Service produces operational artifacts (SOPs, citations, dossiers, projections). It does not produce legal advice. Audit-defense citations are evidence, not a guarantee of audit outcome. Income projections are approximate and based on RHE-network coefficients; actuals will vary. Compliance dossiers are a record of what Customer has done; they are not an attestation that Customer has done enough. Customer remains the operator of record and the holder of all regulatory licenses, certifications, and Medicaid provider agreements.
12. Limitation of liability
To the maximum extent permitted by applicable law:
- Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.
- Each party's total aggregate liability arising out of or relating to this Agreement is limited to the amount Customer has paid to HCBS.AI under this Agreement in the 12 months preceding the event giving rise to the claim. If no fees have been paid, that limit is $100.
- The limitations in this section do not apply to a party's indemnification obligations, breach of confidentiality, infringement of intellectual property, breach of the BAA, or to any liability that cannot be limited by law.
13. Indemnification
By HCBS.AI. HCBS.AI will defend Customer against third-party claims alleging that the Service, as provided by HCBS.AI and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or settled. HCBS.AI is not responsible for claims arising from Customer Data, modifications Customer makes, or use of the Service in combination with non-HCBS.AI products where the claim would not have arisen but for that combination.
By Customer. Customer will defend HCBS.AI against third-party claims arising from (i) Customer Data, (ii) Customer's breach of Sections 4 or 5, (iii) Customer's violation of HIPAA or any other regulatory obligation, or (iv) Customer's gross negligence or willful misconduct, and will pay damages finally awarded or settled.
Each party's indemnification obligation is conditioned on the indemnified party promptly notifying the indemnifying party of the claim, giving the indemnifying party sole control of the defense and settlement, and providing reasonable cooperation.
14. Termination
By Customer. Customer may terminate at any time via account settings or by emailing wecare@hcbs.ai.
By HCBS.AI. HCBS.AI may terminate or suspend the Service on 30 days' notice for a material breach that is not cured within that 30-day window, or immediately and without notice for (i) non-payment beyond 60 days, (ii) fraudulent activity, (iii) violation of acceptable use (Section 5) that creates a risk of harm to caregivers, clients, or third parties, or (iv) a court order or regulatory directive requiring suspension.
On termination, all licenses granted under this Agreement end, Customer's access to the Service ceases, and HCBS.AI will retain Customer Data in a recoverable state for 90 days to allow export, then delete or anonymize per the Privacy Policy. The audit-trail dossier remains exportable through the 90-day window.
Sections 7 (Customer Data), 8 (HIPAA, with respect to PHI received during the term), 10 (IP), 11 (Disclaimer), 12 (Liability), 13 (Indemnification), and 17–25 (general provisions) survive termination.
15. Dispute resolution: negotiation, then arbitration
Step 1: informal negotiation. Before commencing any formal proceeding, the disputing party will send written notice to the other party at the address in Section 22 and the parties will negotiate in good faith for 30 days.
Step 2: binding arbitration. Any dispute not resolved through informal negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Sheridan, Wyoming, or remotely, with the award rendered in English. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver. Each party waives any right to commence or participate in any class, collective, or representative action against the other. The arbitrator may not consolidate proceedings or hear class claims. If this waiver is held unenforceable in any proceeding, the entirety of Section 15 is void as to that proceeding and the dispute will be resolved in the courts named in Section 16.
Exceptions. Either party may seek interim or injunctive relief in the courts named in Section 16 to protect confidential information or intellectual property pending the outcome of arbitration. Either party may also bring an individual action in small-claims court in lieu of arbitration.
16. Governing law and venue
This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. Subject to Section 15, the parties consent to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, and waive any objection to the convenience of that venue.
17. Force majeure
Neither party is liable for failure or delay to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor stoppages, public-health emergencies, internet or utility outages, or governmental actions, provided the affected party uses commercially reasonable efforts to mitigate and resume performance.
18. Assignment
Neither party may assign this Agreement without the other's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, sale of substantially all of its assets, or corporate reorganization. Any other assignment is void.
19. Severability and waiver
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and the invalid provision will be reformed to give it the maximum enforceability consistent with the parties' intent. No failure or delay by either party to enforce any right is a waiver of that right.
20. Entire agreement
This Agreement, together with the Privacy Policy and any executed BAA or order form, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, communications, or understandings (whether written or oral) on the subject. In case of conflict, an executed order form controls over this Agreement; this Agreement controls over the Privacy Policy except on data-handling specifics where the Privacy Policy controls; the BAA controls over both with respect to PHI.
21. Changes to this Agreement
We may update this Agreement from time to time. We will post the updated version on this page with a revised “Last updated” date and, for material changes, notify Customer by email and in the Daily Brief at least 30 days before the change takes effect. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Agreement. If Customer does not agree to a material change, Customer's sole remedy is to terminate this Agreement before the effective date.
22. Notices
To HCBS.AI: HCBS.AI Inc, 30 N Gould St, STE N, Sheridan, WY 82801. Email: wecare@hcbs.ai. Legal notices should be marked “Attn: Legal Department”.
To Customer: the email and mailing address associated with Customer's account. Customer is responsible for keeping that information current.
23. Independent contractors; no third-party beneficiaries
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. This Agreement does not confer any rights on any third party.
24. Export and sanctions
Customer represents that it is not located in, and is not a resident or national of, any country subject to U.S. trade sanctions, and is not on any U.S. government list of restricted parties. Customer will not use the Service in violation of any U.S. export-control or sanctions law.
25. Contact
Terms-of-service questions go to wecare@hcbs.ai . A real person writes back, usually within one business day.