Terms of Service

These Terms of Service ("Terms") form a legally binding agreement between you and Tendara Health, Inc. ("Tendara," "we," "our," or "us"). By accessing or using the Tendara platform — whether through our web application, API, or any associated services — you agree to be bound by these Terms and our Privacy Policy.

If you are accessing Tendara on behalf of a healthcare facility or organization, you represent and warrant that you have the legal authority to bind that organization to these Terms. In that case, "you" and "your" refer to both you individually and to the organization.

You must be at least 18 years of age and an authorized healthcare professional, administrator, or staff member to use Tendara. Unauthorized use by individuals without a valid facility relationship is prohibited.

Tendara provides a cloud-based care management platform designed for skilled nursing facilities, assisted living communities, and other post-acute care providers. Our services include:

• Resident management and electronic health record integration
• Family communication portals and secure messaging
• Appointment and activity scheduling
• Document management with role-based access controls
• Compliance tracking and reporting dashboards
• Analytics and census reporting

The specific features available to your organization depend on your subscription plan. We reserve the right to modify, add, suspend, or discontinue any feature or aspect of the service with reasonable notice. For material changes, we will provide at least 30 days advance notice via email or in-app notification. Tendara is a management tool and does not constitute a clinical decision support system or medical device.

To use Tendara, your facility must register for an account. You agree to provide accurate, current, and complete registration information and to keep it updated. Providing false information is grounds for immediate account termination.

• Credentials: You are responsible for maintaining the confidentiality of your login credentials. Do not share your password with others or allow unauthorized access to your account.
• Unauthorized access: Notify us immediately at jimish2104gajjar@gmail.com if you suspect unauthorized access or a compromised credential.
• Account activity: You are responsible for all activity occurring under your account, including actions taken by any sub-accounts or invited users.
• Administrator accounts: Each facility may designate one or more facility administrators. Sub-accounts for staff members are permitted within the limits of your subscription plan.

Tendara subscriptions are billed on a per-resident, per-month basis or on an annual flat-rate basis depending on your chosen plan. All pricing is listed in USD exclusive of applicable taxes.

• Price changes: We may change subscription prices with at least 30 days written notice. Continued use of the service after the price change takes effect constitutes your acceptance of the new pricing.
• Auto-renewal: Subscriptions renew automatically at the end of each billing period (monthly or annual). You must cancel before the renewal date to avoid being charged for the next period.
• Refunds: We do not issue refunds for partial billing periods except at our sole discretion. If you believe a charge was made in error, contact jimish2104gajjar@gmail.com within 60 days of the charge.
• Failed payments: If payment fails, we will retry the charge and notify you. Accounts with outstanding balances may be suspended after a 7-day grace period. Suspended accounts retain data but access to the platform is restricted until the outstanding balance is resolved.
• Taxes: You are responsible for all applicable taxes, levies, or duties imposed on your subscription by any governmental authority.

Your use of Tendara must comply with all applicable laws and regulations. The following uses are expressly prohibited:

• Using the platform for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation.
• Uploading or distributing malware, ransomware, viruses, or any other malicious code.
• Attempting to gain unauthorized access to our systems, other customers' accounts, or any non-public areas of the platform.
• Scraping, crawling, or bulk-exporting data without authorization from Tendara. Authorized data export features are available in your account settings.
• Reselling, sublicensing, or otherwise commercializing access to the Tendara platform without our express written permission.
• Violating HIPAA or any other applicable healthcare privacy or security law in your use of the platform, including providing access to individuals who are not authorized workforce members under your BAA.
• Impersonating any person or entity, or falsely claiming an affiliation with a healthcare facility.
• Interfering with or disrupting the integrity or performance of the platform or its underlying infrastructure.

We reserve the right to investigate any suspected violation and to suspend or terminate accounts that violate this policy, with or without prior notice depending on the severity of the violation.

You retain full ownership of all data you upload or generate through your use of the platform, including resident records, care notes, documents, and any other content. You grant Tendara a limited, non-exclusive, non-transferable license to process, store, and transmit your data solely for the purpose of providing the service.

Where your data includes Protected Health Information (PHI), Tendara acts as your Business Associate under HIPAA. You are the Covered Entity and are responsible for ensuring your use of the platform complies with HIPAA, including maintaining accurate authorization for all platform users.

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Our obligations with respect to PHI are further governed by the Business Associate Agreement between us, which supersedes these Terms where applicable.

Tendara and its licensors own all right, title, and interest in and to the Tendara platform, including all software, source code, user interfaces, documentation, trademarks, service marks, logos, and other content ("Tendara IP"). These Terms do not grant you any ownership rights in Tendara IP.

• You may not copy, modify, distribute, sell, sublicense, or create derivative works based on Tendara's software or content.
• You may not reverse-engineer, disassemble, or decompile any portion of the platform.
• You retain all intellectual property rights in your own content uploaded to the platform.
• Feedback: If you provide suggestions, ideas, or feedback about the platform, you grant us a perpetual, irrevocable, royalty-free license to use that feedback to improve our products and services.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the service will be uninterrupted, error-free, or completely secure. We do not warrant that defects will be corrected within any specific timeframe.

Important clinical disclaimer: Tendara is a care management and administrative platform. It is not a clinical decision support system and does not replace the professional clinical judgment of licensed healthcare providers. Do not rely on Tendara as a substitute for clinical assessment, diagnosis, or treatment recommendations.

For Professional and Enterprise customers, we provide a 99.9% monthly uptime Service Level Agreement (SLA). Details of our SLA, including credit calculation and exclusions, are available in our SLA documentation. Starter plan customers do not receive uptime SLA guarantees.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TENDARA'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO TENDARA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL TENDARA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, EVEN IF TENDARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. To the extent such exclusions or limitations are not permitted under applicable law, they shall not apply to you, and our liability shall be limited to the maximum extent permitted.

You agree to indemnify, defend, and hold harmless Tendara Health, Inc. and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or any applicable law or regulation;
• Your misuse of the Tendara platform or any unauthorized use of the platform under your account;
• Your violation of HIPAA or any other healthcare privacy, security, or data protection law in connection with your use of the service;
• Any claim brought by a third party relating to content you upload to the platform.

Tendara reserves the right to assume exclusive control of the defense of any matter subject to indemnification, in which case you agree to cooperate fully with our defense.

Either party may terminate these Terms and your access to Tendara with 30 days written notice. Annual subscribers who terminate early are not entitled to a prorated refund unless the termination is due to our material breach.

Tendara may terminate or suspend your account immediately, without prior notice, in the following circumstances:

• Material breach of these Terms, including Acceptable Use violations;
• Non-payment of subscription fees beyond the 7-day grace period;
• Fraudulent activity or misrepresentation;
• Actions that compromise the security or integrity of the platform or other customers' data.

Upon termination of your account for any reason, your data will remain accessible for export for 30 days following the termination date. After this 30-day window, your data will be permanently deleted from our systems, except as required by applicable law or your Business Associate Agreement.

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any dispute arising out of or related to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration conducted in San Francisco, California. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or to prevent imminent harm. You agree to waive any right to a jury trial for all claims covered by arbitration.

For legal inquiries regarding these Terms:

• Email: jimish2104gajjar@gmail.com
• Mailing address: Tendara Health, Inc. — Legal Department, 535 Mission St, Suite 1400, San Francisco, CA 94105