Customer Terms of Service

Last Updated

These Terms of Service ("Terms") govern your access to and use of the Sage Care platform, provided by Clara Home Care, Inc. (DBA Sage Care), a Delaware corporation ("Sage Care," "we," "us," or "our"). By checking the box indicating your acceptance of these Terms during checkout, or by accessing or using the Platform, you agree to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" and "Customer" refer to that entity.


1. DEFINITIONS

"Content" means your pre-existing data, records, files, and proprietary materials that you upload to or process through the Platform.

"Platform" means Sage Care's proprietary AI-enabled software platform, including the iOS mobile application, web-based portal, and related services.

"Authorized Users" means your employees whom you have authorized to access and use the Platform on your behalf.


2. PLATFORM ACCESS AND SERVICE LEVELS

2.1 Access Grant. Subject to these Terms, Sage Care grants you a limited, non-exclusive, non-transferable right during the Term to permit your Authorized Users to access and use the Platform solely for your internal business purposes.

2.2 Platform Capabilities. The Platform enables your team to:

  • Handle phone calls and live conversation recordings with AI transcription and intelligent summaries

  • Capture key information automatically from conversations and generate follow-up communications

  • Manage client records and care plans with AI-assisted drafting

  • Sync with your agency management system (e.g., WellSky) to keep records up to date

Sage Care will handle initial setup including organization configuration, user onboarding, and phone number provisioning, porting, or forwarding. Feature documentation and training will be provided during onboarding.

2.3 Service Standards. Sage Care will use commercially reasonable efforts to maintain Platform availability and targets 99% monthly uptime. In the event of Platform downtime or service interruption, you may revert to your existing operational workflows.

2.4 Support. Support is available via your preferred channel (Slack, Microsoft Teams, email, or phone). Critical issues affecting operations will be addressed immediately.


3. TRIAL PERIOD

3.1 Free Trial. You will receive a risk-free 30-day trial period ("Trial Period") commencing on the date Platform access is first provided. No fees are due during the Trial Period.

3.2 Trial Termination. Either party may terminate these Terms during or at the end of the Trial Period without penalty by providing written notice to the other party.


4. PRICING AND PAYMENT

4.1 Subscription Fees. Following the Trial Period, you agree to pay the subscription fees displayed during checkout ("Subscription Fees"). Subscription Fees are billed monthly in advance, with billing periods starting the day the Trial Period expires. Payment is processed through Stripe using the payment method you provide at checkout.

4.2 Price Guarantee. Your initial Subscription Fee rate is guaranteed for twelve (12) months from the end of the Trial Period. Following this twelve-month period, Sage Care may adjust pricing upon thirty (30) days' written notice to you.

4.3 Payment Terms. All fees are non-refundable except as expressly provided herein. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Sage Care may suspend access to the Platform if payment is more than 30 days overdue, provided we give you at least 10 days' prior written notice and an opportunity to cure.


5. CUSTOMER RESPONSIBILITIES

You will:

(a) provide secure administrative access to your agency management system (e.g., WellSky) and other systems as mutually agreed for integration purposes;

(b) maintain an active communication channel (Slack, Microsoft Teams, email, phone, or equivalent) for support and service requests;

(c) designate Authorized Users and ensure their compliance with these Terms; and

(d) not, and not permit any third party to: (i) reverse engineer, decompile, or disassemble any Sage Care intellectual property; (ii) circumvent or interfere with any security mechanisms; (iii) use the Platform to develop or train competing products or services; (iv) use the Platform in violation of applicable law; or (v) sublicense, distribute, or make the Platform available to third parties.


6. INTELLECTUAL PROPERTY

6.1 Sage Care IP. Sage Care owns and retains all right, title, and interest in the Platform, all underlying software, models, algorithms, documentation, derivative works, and related intellectual property rights.

6.2 Your Content. You own and retain all right, title, and interest in your Content.

6.3 Platform Outputs. As between the parties, you own all outputs generated by the Platform from your Content, including but not limited to call summaries, care plans, and drafted communications ("Platform Outputs"). Sage Care may use de-identified, aggregated data derived from Platform Outputs to improve the Platform, provided such data cannot reasonably be used to identify any individual.

6.4 Content License. You grant Sage Care a non-exclusive, worldwide, royalty-free license to use your Content solely to perform our obligations under these Terms.


7. PUBLIC REFERENCES

You agree that Sage Care may identify you as a customer and use your company name and logo in marketing and sales materials, including but not limited to the Sage Care website, case studies, and pitch decks. You may opt out of this use at any time by sending written notice to team@sagecare.ai. Sage Care will remove such references within thirty (30) days of receiving your opt-out request. Any use of quotes, testimonials, or detailed descriptions of your use of the Platform requires your prior written approval.


8. CONFIDENTIALITY AND DATA SECURITY

7.1 Confidentiality Obligations. Each party (the "Receiving Party") will: (a) keep confidential all non-public information disclosed by the other party (the "Disclosing Party"); (b) use such information only to exercise rights or perform obligations under these Terms; and (c) disclose such information only to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party will protect confidential information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

7.2 Exclusions. These obligations do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of the Disclosing Party's information; or (d) is rightfully received from a third party without confidentiality restrictions.

7.3 Data Security. Each party shall implement and maintain administrative, physical, and technical safeguards that meet industry standards for protecting data of similar sensitivity and comply with applicable privacy laws.

7.4 Survival. This Section 7 survives for three years after disclosure (or indefinitely for trade secrets) and termination of these Terms.


9. WARRANTIES AND DISCLAIMERS

9.1 Mutual Warranties. Each party represents and warrants that: (a) it has full authority to enter into these Terms; (b) execution and performance have been duly authorized; and (c) its performance will not violate any applicable law or agreement.

9.2 Service Warranty. Sage Care represents that it will provide the Platform in a manner consistent with generally accepted industry standards.

9.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SAGE CARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

9.4 AI Output Disclaimer. You acknowledge that: (a) outputs generated by machine-learning models may contain inaccuracies or errors; (b) such outputs do not constitute professional advice; (c) Sage Care has no liability for inaccurate outputs; and (d) you remain solely responsible for reviewing and validating all outputs before acting on them.


10. TERM AND TERMINATION

10.1 Term. These Terms commence on the date you accept them and continue until terminated in accordance with this Section 10.

10.2 Termination Without Cause. Either party may terminate these Terms at the end of the then-current billing cycle upon written notice provided at least ten (10) days prior to the end of such billing cycle. No refunds will be provided for the current billing period.

10.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure within seven (7) days after receiving written notice.

10.4 Effect of Termination. Upon termination, all rights and obligations cease except as expressly provided herein. Within thirty (30) days after termination, Sage Care shall, at your election, delete or return all Content. Sage Care may retain archival copies solely for legal compliance purposes.

10.5 Survival. Sections 4 (with respect to accrued obligations), 6.1, 6.2, 8, 9.3, 9.4, 10, 11, 12, and 13 survive termination.


11. INDEMNIFICATION

11.1 Sage Care Indemnification. Sage Care shall defend, indemnify, and hold you harmless from third-party claims alleging that the Platform infringes any U.S. patent, copyright, or trademark, except to the extent such claim arises from your Content, modifications, or misuse.

11.2 Customer Indemnification. You shall defend, indemnify, and hold Sage Care harmless from claims arising from your Content, your violation of applicable law, or your breach of these Terms.

11.3 Procedures. The indemnified party shall promptly notify the indemnifying party of any claim, grant control of the defense, and provide reasonable cooperation.


12. LIMITATION OF LIABILITY

12.1 Damages Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) SAGE CARE SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM INACCURATE OR ERRONEOUS PLATFORM OUTPUTS; AND (C) EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR CONFIDENTIALITY BREACHES, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.


13. GENERAL PROVISIONS

13.1 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship.

13.2 Assignment. Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

13.3 Governing Law. These Terms shall be governed by New York law without regard to conflict of law principles.

13.4 Dispute Resolution. Any dispute arising out of these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in New York, New York. Either party may seek equitable relief in court to protect its intellectual property rights or confidential information.

13.5 Changes to These Terms. Sage Care may update these Terms from time to time. We will notify you of material changes at least thirty (30) days before they take effect by sending notice to the email address associated with your account. Your continued use of the Platform after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you may terminate in accordance with Section 10.2.

13.6 Notices. All notices under these Terms shall be in writing and sent to the email address associated with your account (for notices to you) or to team@sagecare.ai (for notices to Sage Care).

13.7 Entire Agreement. These Terms constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior communications and agreements.