Terms of Service

These Terms of Service ("Terms") are a legal agreement between you and ePeople, Inc. ("ePeople," "Company," "we," "us," or "our") governing your access to and use of the ePeople websites, applications, portals, software, artificial intelligence features, workflow agents, APIs, integrations, communications, content, and related services that reference these Terms (collectively, the "Services").

By accessing or using the Services, clicking to accept, submitting information through our website, booking a demo, launching a workspace, creating an account, or otherwise interacting with the Services, you agree to these Terms. If you do not agree, do not access or use the Services.

1. Scope and Relationship to Other Agreements

The Services are designed for workforce administration, operational coordination, labor law compliance workflows, admissions workflows, and related business operations for skilled nursing facilities, staffing companies, operators, administrators, and other business users.

These Terms apply unless a separate written agreement between you or your organization and ePeople governs the same Services. If such a separate written agreement exists, that agreement controls to the extent of a conflict for the covered Services.

Your use of specific parts of the Services may also be subject to additional terms, policies, notices, feature-specific disclosures, implementation materials, app marketplace terms, or product documentation. The Privacy Policy, Application License Agreement, and User Acknowledgment and Consent Form are incorporated by reference where applicable.

2. Eligibility and Authorized Use

You represent and warrant that:

2.1

You are at least 18 years old and legally able to enter into these Terms.

2.2

You are using the Services on your own behalf or on behalf of a business, facility, staffing company, employer, or other entity with authority to bind that entity.

2.3

If you use the Services on behalf of an entity, you have authority to bind that entity to these Terms, and "you" includes both you and that entity.

2.4

You will use the Services only for lawful internal business purposes related to authorized operational, workforce, compliance, admissions, or related facility workflows.

3. Nature of the Services

ePeople provides a software platform that may include a CRM system of record, workflow tooling, AI-assisted decision support, AI-powered workflow execution, human oversight controls, exception routing, audit logging, reporting, admissions review functionality, staffing workflows, compliance workflows, and related features.

The Services may include autonomous, semi-autonomous, rules-based, or AI-assisted actions, recommendations, calculations, alerts, summaries, draft decisions, or workflow outputs ("Outputs"). Outputs may depend on customer-configured rules, data quality, integrations, timing, permissions, staffing records, compliance settings, payer inputs, referral packets, operational constraints, and other third-party or customer-controlled variables.

The Services are intended to support human-reviewed business workflows. Unless expressly agreed otherwise in writing, the Services are not a replacement for professional legal advice, clinical judgment, payroll judgment, licensed healthcare decision-making, or independent regulatory analysis.

4. No Medical Care, Emergency, or Legal Advice

The Services are not intended for medical diagnosis, clinical treatment, patient triage, emergency response, or other direct clinical care decisions. The Services are also not a law firm, payroll processor of record, licensed healthcare provider, emergency dispatch service, or provider of legal advice.

You remain solely responsible for:

4.1

Clinical decisions, resident care, patient placement, and emergency or safety-critical actions.

4.2

Employment, wage-hour, payroll, scheduling, break-premium, overtime, admissions, payer, and regulatory decisions made by your organization.

4.3

Reviewing Outputs before relying on them where legal, operational, payroll, financial, admissions, or resident-care consequences may result.

5. Accounts, Workspaces, and Organizational Control

To use certain Services, you may need an account, workspace, administrator approval, or customer implementation.

You agree to:

5.1

Provide accurate, current, and complete information.

5.2

Keep credentials confidential and maintain reasonable account security.

5.3

Use the Services only within the scope of permissions assigned to you.

5.4

Promptly notify us or your organization if you suspect unauthorized access, security incidents, credential compromise, or misuse.

If your account is issued, managed, or controlled by an employer, facility, staffing company, or other customer organization, that organization may control your access, permissions, content, and use of the Services.

6. Demo Requests, Marketing Interactions, and Submissions

If you submit a demo request, launch request, contact form, or other inquiry through the Services, you agree to provide truthful information and authorize us to contact you regarding your request, our Services, implementation, and related business communications, subject to applicable law and our Privacy Policy.

You may not submit misleading, false, or unauthorized business information through forms, intake workflows, scheduling pages, or workspace-launch requests.

7. Customer Data and Your Responsibilities

You retain ownership of Customer Data you or your organization submit to the Services, subject to the rights you grant to us to provide, secure, maintain, improve, and support the Services and as otherwise described in applicable agreements and our Privacy Policy.

"Customer Data" includes information, records, documents, uploads, configurations, policies, schedules, shift data, admissions information, referral materials, communications, credentials, workforce information, or other data made available to the Services by you, your organization, your users, or your integrations.

You are responsible for:

7.1

Having all rights, permissions, notices, and legal bases necessary to provide Customer Data to the Services.

7.2

The accuracy, completeness, legality, and timeliness of Customer Data and configuration logic supplied by you or your organization.

7.3

Determining whether and how to use Outputs in your operations.

7.4

Maintaining independent business judgment and human review where appropriate.

8. AI Features, Automation, and Human Oversight

The Services may use AI, automation, or rules engines to generate Outputs, recommend actions, classify information, detect patterns, route cases, calculate treatment logic, or execute configured workflow steps.

You acknowledge and agree that:

8.1

Outputs may be incomplete, inaccurate, delayed, or inappropriate for a specific circumstance.

8.2

AI or automated features should be evaluated in light of your organization's rules, staffing realities, payroll requirements, admissions criteria, and legal obligations.

8.3

You are responsible for determining the level of human review, approval, and intervention appropriate for your use case.

8.4

Marketing examples, benchmark metrics, savings examples, workflow illustrations, and product demonstrations are illustrative and do not guarantee that your organization will achieve the same results.

9. Acceptable Use Restrictions

You may not, and may not permit any third party to:

9.1

Use the Services in violation of law, regulation, contract, resident rights, privacy rights, employment obligations, or the rights of any person or entity.

9.2

Submit false, misleading, manipulated, unauthorized, or unlawfully obtained data to the Services.

9.3

Use the Services to falsify staffing records, attendance, break compliance, payroll treatment, admissions information, payer information, or audit records.

9.4

Reverse engineer, decompile, disassemble, modify, adapt, translate, create derivative works from, or attempt to extract source code from the Services except to the limited extent prohibited by law.

9.5

Circumvent, disable, interfere with, probe, or undermine any security measure, access control, authentication process, rule set, compliance guardrail, or operational limitation of the Services.

9.6

Use bots, scrapers, spiders, automated extraction tools, or similar methods to access or copy the Services except through authorized features or written authorization from ePeople.

9.7

Upload malicious code, malware, deceptive content, or material that interferes with the Services or with any third party's systems or data.

9.8

Use the Services to build or train a competing product, benchmark the Services for external publication without our prior written consent, or access the Services for competitive intelligence purposes.

9.9

Use the Services in connection with weapons, unlawful surveillance, discrimination prohibited by law, unsafe staffing practices, or unlawful admissions decisions.

10. Privacy and Data Practices

Our collection and use of personal information are governed by the Privacy Policy and any service-specific notices, consent flows, or configuration-specific disclosures that apply to the relevant Services.

Where mobile app functionality, location features, messaging, or workflow-specific permissions are involved, your use of those features is subject to the applicable permission requirements, disclosures, and user acknowledgments associated with those features.

11. Intellectual Property and Feedback

The Services, including software, workflows, visual interfaces, branding, text, graphics, designs, AI systems, models, documentation, configurations supplied by us, and all related intellectual property rights, are owned by ePeople or its licensors and are protected by applicable law.

Except for the limited rights expressly granted in these Terms or in another written agreement, no rights are granted to you. The Services are licensed, not sold.

If you provide suggestions, ideas, enhancement requests, workflow improvements, comments, or feedback relating to the Services ("Feedback"), you grant ePeople a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable right to use, reproduce, modify, and exploit that Feedback without restriction or obligation.

12. Third-Party Services and Integrations

The Services may interoperate with third-party systems, app marketplaces, communications providers, payroll systems, referral portals, hosting providers, analytics providers, authentication services, or other third-party technologies. We are not responsible for third-party services, their availability, their terms, or their privacy or security practices.

Your use of third-party services may be governed by separate terms between you and the applicable provider.

13. Suspension and Termination

We may suspend, restrict, or terminate access to any or all of the Services at any time if reasonably necessary to:

13.1

Protect the Services, users, residents, facilities, customer organizations, or third parties.

13.2

Prevent fraud, abuse, security incidents, unlawful activity, or regulatory exposure.

13.3

Enforce these Terms or other applicable agreements or policies.

13.4

Comply with legal obligations, lawful process, court orders, or government requests.

You may stop using the Services at any time. Upon termination or suspension, your right to access or use the affected Services ceases, but provisions that by their nature should survive will survive.

14. Confidentiality and Security Expectations

You are responsible for maintaining the confidentiality of non-public information accessed through the Services and for using appropriate administrative, technical, and organizational safeguards within your organization.

You may not disclose non-public system information, security information, workflow logic, customer records, or other confidential information obtained through the Services except as authorized by law or by the rightful owner of such information.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

WITHOUT LIMITING THE FOREGOING, EPEOPLE DOES NOT WARRANT THAT:

15.1

THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

15.2

ANY OUTPUT, ALERT, RECOMMENDATION, CALCULATION, OR AUTOMATED ACTION WILL BE COMPLETE, ACCURATE, TIMELY, OR SUFFICIENT FOR YOUR SPECIFIC CIRCUMSTANCES.

15.3

USE OF THE SERVICES WILL ELIMINATE VIOLATIONS, PENALTIES, ADMISSIONS DELAYS, LABOR COSTS, PAYROLL ERRORS, OR OTHER OPERATIONAL RISKS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EPEOPLE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES, OUTPUTS, THESE TERMS, OR YOUR USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EPEOPLE AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US$100) OR THE AMOUNTS PAID BY YOU OR YOUR ORGANIZATION TO EPEOPLE FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THESE TERMS LIMITS LIABILITY TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW.

17. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless ePeople and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against third-party claims, investigations, demands, liabilities, damages, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

17.1

Your or your organization's Customer Data.

17.2

Your unlawful misuse of the Services.

17.3

Your intentional misconduct, fraud, or material violation of these Terms.

17.4

Your violation of law or the rights of any person or entity.

This indemnity does not apply to the extent caused by ePeople's gross negligence or willful misconduct.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, excluding its conflict-of-law principles, except to the extent superseded by federal law.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration under the Federal Arbitration Act and the applicable rules of the American Arbitration Association. Either party may bring an eligible claim in small claims court. ePeople may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, platform security, or against unauthorized access, misuse, or threatened misuse of the Services.

To the maximum extent permitted by law, you and ePeople each waive the right to participate in any class, collective, representative, coordinated, or private attorney general action, and each agrees that arbitration will proceed only on an individual basis. If a class or representative waiver is found unenforceable as to a particular claim, that claim will be severed and litigated in a court of competent jurisdiction, and the remaining claims will proceed in individual arbitration.

You may opt out of this arbitration provision by sending written notice to support@epeople.com within 30 days after you first accept these Terms. If you do not opt out, you and ePeople waive the right to a jury trial to the fullest extent permitted by law. Arbitration may proceed remotely, in writing, or in the county of your residence unless applicable rules require otherwise. The allocation of filing, administrative, and arbitrator fees will be governed by applicable AAA rules and mandatory law.

Nothing in this Section requires arbitration of claims that cannot lawfully be subjected to mandatory individual arbitration or lawfully waived under applicable law, and any such claims will proceed only to the extent required by law.

19. Export Controls and Sanctions

You may not use, export, re-export, transfer, or make the Services available except as authorized by United States law and any other applicable export-control, trade, and sanctions laws and regulations.

20. Modifications to the Services and Terms

We may modify, suspend, or discontinue all or part of the Services at any time.

We may update these Terms from time to time by posting an updated version through the Services, by email, or by another reasonable electronic method. Your continued use of the Services after the effective date of updated Terms constitutes acceptance to the extent permitted by law.

21. Miscellaneous

These Terms, together with documents incorporated by reference and any applicable order forms or written agreements, constitute the entire agreement between you and ePeople regarding the Services and supersede prior or contemporaneous understandings relating to the Services.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

Our failure to enforce any provision is not a waiver of our right to do so later.

You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

22. Contact Information

If you have questions about these Terms, contact: