Alpaca Health AI Notetaker Terms of Service

These Platform Terms of Use (these “Terms of Use”) constitute a legal agreement between you and Alpaca Health, Inc. (“Alpaca Health,” “we,” “us,” or “our”). These Terms of Use govern your access to and use of our proprietary software as a service (SaaS) platform, including its web and mobile applications, which provides AI-assisted note-taking for Board Certified Behavior Analysts (BCBAs) and ABA clinicians (the “Platform”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, AS WELL AS OUR PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST CEASE USING THE PLATFORM.

If you accept this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to the Agreement, and the terms “you” and “your” will apply to that entity.

Alpaca Health reserves the right to modify or discontinue the Platform, or modify the Agreement, at any time. Any modifications will be posted on the Platform, and continued use of the Platform indicates acceptance of the modified Agreement.

1. RIGHT TO ACCESS AND USE THE PLATFORM

Subject to the terms of this Agreement, Alpaca Health grants you a limited, non-exclusive, non-transferable, revocable right to authorize your Authorized Users to access and use the Platform solely for your internal business purposes in providing ABA therapy services.

You may not: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Platform; (ii) modify, copy, or distribute the Platform; (iii) use the Platform to develop a competing product or service; (iv) introduce any viruses or harmful code to the Platform; (v) store any portion of the Platform’s output outside of its intended functionality; (vi) share Login Credentials with unauthorized parties; or (vii) use the Platform in violation of any applicable laws, including HIPAA regulations.

If you violate this section, Alpaca Health may immediately terminate your access to the Platform.

2. AUTHORIZED USERS

Authorized Users are your employees and contractors who access and use the Platform on your behalf. Each Authorized User must create an account with a unique email and password (“Login Credentials”), which must be kept confidential. You are responsible for ensuring compliance with these Terms and for any unauthorized access resulting from failure to maintain confidentiality.

3. USE OF PERSONAL INFORMATION

Your use of the Platform may involve the transmission of personal information, including Protected Health Information (PHI). Our collection and use of such information are governed by our Privacy Policy and our Business Associate Agreement (BAA), which is incorporated into this Agreement.

4. OWNERSHIP

The Platform contains proprietary material, including software, text, images, and other content (“Content”) owned by Alpaca Health or third parties. Unauthorized use of this Content is prohibited. You retain ownership of your data, including clinical notes and ABA session recordings (“Your Data”). By using the Platform, you grant Alpaca Health a non-exclusive, royalty-free license to process Your Data solely for the purpose of providing Platform services.

5. YOUR DATA, USAGE DATA, AND AI OUTPUT

• Your Data: Includes ABA session notes, clinician documentation, and other data uploaded by you or your Authorized Users.

• Usage Data: We collect anonymized usage data for analytics and service improvements.

• AI Output: The Platform generates AI-assisted session notes (“Output”). While AI-generated notes can assist in documentation, it is your responsibility to review and verify all Output before use.

• HIPAA Compliance: Alpaca Health processes Your Data in accordance with HIPAA and will not use PHI for AI training without your explicit consent.

6. RECORD RETENTION & DELETION

You may configure Platform settings to:

• Automatically delete recordings upon processing.

• Retain data for a specified period before deletion.

Alpaca Health is not a long-term storage provider for clinical records. You are responsible for exporting and securely storing required documentation in compliance with regulatory requirements.

7. LIMITATIONS OF LIABILITY

• The Platform is an AI-assisted tool intended to support, not replace, clinician judgment.

• Alpaca Health does not guarantee reimbursement approval from insurance providers based on AI-generated documentation.

• We do not warrant that the Platform is error-free. You are responsible for reviewing and verifying AI-generated notes before use.

• In no event shall Alpaca Health be liable for indirect, incidental, or consequential damages arising from Platform use.

8. INDEMNIFICATION

You agree to indemnify and hold Alpaca Health harmless from any claims, liabilities, or damages arising from:

• Your failure to review and verify AI-generated notes.

• Misuse of the Platform.

• Claims related to compliance failures under HIPAA, Medicaid, or ABA documentation requirements.

9. COMPLIANCE WITH APPLICABLE LAWS

You are solely responsible for compliance with HIPAA, BACB guidelines, and other relevant regulations when using the Platform. If accessing the Platform outside the U.S., you assume responsibility for compliance with local laws.

10. TERM AND TERMINATION

Your right to use the Platform remains in effect until terminated. Alpaca Health may suspend or terminate your access if you violate these Terms. Upon termination, your data will be deleted in accordance with our retention policies.

11. DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of New York. Any disputes arising under this Agreement shall be resolved through binding arbitration in New York County, NY. Class action lawsuits are waived under this Agreement.

12. BUSINESS ASSOCIATE AGREEMENT (BAA)

Because the Platform may involve processing PHI, you agree to the terms outlined in the Business Associate Agreement (BAA), which governs the handling of PHI in compliance with HIPAA.

13. MISCELLANEOUS

• No Third-Party Rights: This Agreement does not create rights for third parties.

• Severability: If any provision is deemed unenforceable, the remainder remains in effect.

• Entire Agreement: This Agreement constitutes the entire understanding between you and Alpaca Health.

For questions or concerns, contact us at founders@alpacahealth.io

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