Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between MyCareTrail, LLC ("MyCareTrail," "we," or "us") and the organization ("Provider," "you," or "your") accessing or using the MyCareTrail platform (the "Service").

By registering for an account, clicking "Create account," or otherwise accessing the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you may not access or use the Service.

By accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.

MyCareTrail is a cloud-based compliance management platform designed specifically for providers licensed under Minnesota Statutes chapter 245D (Home and Community-Based Services). The Service includes tools for:

• Client intake tracking and 245D compliance deadline management;
• Worker onboarding, training, and compliance monitoring;
• Document management, electronic signature workflows, and audit-ready record keeping;
• DHS support plan PDF upload and AI-assisted data extraction;
• Course management and worker training delivery;
• The 245D Admission and Discharge Register (export and print);
• Internal announcements and team communication.

MyCareTrail is a software tool and does not provide legal, clinical, or regulatory compliance advice. You are responsible for ensuring your use of the Service satisfies all applicable licensing and regulatory requirements.

To use the Service, you must:

• Be a licensed 245D HCBS provider in Minnesota, or a person acting on behalf of such a provider with appropriate authorization;
• Be at least 18 years of age;
• Have the legal authority to enter into this agreement on behalf of your organization;
• Not be prohibited from using the Service under applicable law.

You must provide accurate, current, and complete information when creating an account, including your organization's NPI/UMPI and license number. You are responsible for:

• Maintaining the confidentiality of your account credentials;
• All activities that occur under your account, whether or not authorized by you;
• Promptly notifying us at support@mycaretrail.com of any unauthorized access or security breach;
• Ensuring that only authorized personnel of your organization are granted access to your tenant account.

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

The Service is licensed to you, not sold. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your organization's internal 245D compliance and care management operations.

You agree to use the Service only for lawful purposes and in accordance with:

• Minnesota Statutes chapter 245D and related DHS rules;
• HIPAA, HITECH, and your Business Associate Agreement with us;
• All other applicable federal, state, and local laws and regulations.

You may not:

• Use the Service to store or transmit PHI in violation of HIPAA or your BAA with us;
• Sell, resell, rent, sublicense, or otherwise transfer access to the Service to any third party;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Service;
• Use the Service to transmit malware, spam, or any harmful content;
• Circumvent or attempt to circumvent any access controls, authentication, or security measures;
• Use automated means (bots, scrapers, crawlers) to access or collect data from the Service without our written consent;
• Use the Service in any manner that could impair its performance, availability, or integrity;
• Impersonate any person or entity, or misrepresent your affiliation with any organization.

Because the Service processes Protected Health Information (PHI) on behalf of your organization, our Business Associate Agreement (BAA) is a prerequisite for using the Service. You accept the BAA during registration; by activating your account, you acknowledge that the BAA is in effect between your organization and MyCareTrail.

You, as the Covered Entity, are solely responsible for:

• Obtaining all required authorizations and consents from individuals whose PHI you enter into the Service;
• Implementing and maintaining appropriate safeguards within your organization to protect PHI;
• Training your workforce on HIPAA requirements and the proper use of the Service;
• Notifying us promptly of any security incidents involving your account.

Access to the Service requires a paid subscription. By subscribing, you authorize us (or our payment processor) to charge the applicable fees to your designated payment method on a recurring basis.

• Billing cycle — Fees are billed monthly or annually as selected at sign-up.
• Price changes — We will notify you at least 30 days before any price change. Continued use after the effective date constitutes acceptance.
• Refunds — Subscription fees are non-refundable except as required by applicable law or as expressly stated in a separate agreement with us.
• Taxes — You are responsible for all applicable taxes except those based on our net income.
• Suspension for non-payment — We may suspend your account if payment is not received within 10 days of the due date, after providing notice.

You retain ownership of all data you input into the Service, including PHI and organizational records. You grant MyCareTrail a limited, worldwide license to store, process, and display your data solely to provide and improve the Service.

Upon written request, we will provide a machine-readable export of your organizational data within 30 days. Upon termination of your account, we will return or destroy PHI in accordance with our BAA and applicable law.

The Service, including all software, algorithms, designs, trademarks, and content created by MyCareTrail, is owned by MyCareTrail, LLC and protected by U.S. and international intellectual property laws. These Terms do not convey any ownership interest in the Service.

Any feedback, suggestions, or ideas you provide about the Service may be used by us without restriction or compensation.

The Service relies on subprocessors for AI document extraction, payment processing, and electronic signatures. Your use of these integrations is subject to the respective providers' terms of service and privacy policies. MyCareTrail is not responsible for the acts or omissions of subprocessors. A current list of named subprocessors is available on request.

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

MYCARETRAIL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE WILL MEET YOUR SPECIFIC COMPLIANCE OR REGULATORY REQUIREMENTS.

AI-assisted data extraction is provided as a convenience tool. You are responsible for reviewing and verifying all extracted data before relying on it for compliance, billing, or care decisions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYCARETRAIL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE.

IN NO EVENT SHALL MYCARETRAIL'S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some states do not allow the exclusion or limitation of certain damages. In such states, our liability will be limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless MyCareTrail and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation, including HIPAA; or (d) your organization's data entered into the Service.

These Terms remain in effect from the date you first access the Service until terminated. Either party may terminate the agreement:

• By you — at any time by canceling your subscription through the platform or by contacting us in writing. Termination does not entitle you to a refund of prepaid fees.
• By us — immediately upon notice if you breach these Terms or our BAA, or with 30 days' notice for any other reason.

Upon termination, your right to access the Service ceases immediately. Sections 9 (Data Ownership), 10 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 16 (Governing Law) survive termination.

These Terms are governed by the laws of the State of Minnesota, without regard to its conflict of law provisions.

Any dispute arising from or relating to these Terms or the Service shall first be submitted to good-faith negotiation. If not resolved within 30 days, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in Hennepin County, Minnesota. The prevailing party shall be entitled to recover its reasonable attorneys' fees.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent unauthorized use of the Service or disclosure of confidential information.

We may update these Terms from time to time. We will notify Tenant Administrators by email and in-app announcement at least 14 days before material changes take effect. Your continued use of the Service after the effective date of changes constitutes acceptance of the revised Terms. If you do not agree to the changes, you must discontinue use of the Service before the effective date.

• Entire Agreement — These Terms, together with our Privacy Policy and BAA, constitute the entire agreement between you and MyCareTrail regarding the Service and supersede all prior agreements.
• Severability — If any provision is found unenforceable, the remaining provisions remain in full force.
• Waiver — Our failure to enforce any right or provision is not a waiver of that right.
• Assignment — You may not assign these Terms without our prior written consent. We may assign freely.
• Force Majeure — Neither party is liable for delays or failures caused by circumstances beyond their reasonable control.

If you have questions about these Terms or need to contact our legal team: