CareFlo, Inc. Terms of Service

 Last updated: 09/04/2026

These Terms of Service (the "Terms") govern Client's use of CareFlo's services and platforms. They are incorporated by reference into each service agreement, scope of work, pilot agreement, or beta agreement between CareFlo, Inc. ("CareFlo") and the client named in it ("Client"), each a "Service Agreement."

In these Terms, "Services" means the services described in the applicable Service Agreement. "Platform" means Deacon and any other CareFlo hosted software made available to Client. "Client Content" means data, records, documents, and protected health information provided by or on behalf of Client, or created for Client in the course of the Services. "CareFlo IP" has the meaning given in Section 4.

1.1 These Terms, the applicable Service Agreement, the Business Associate Agreement, and the Service Level Policy are intended to be read together.

1.2 If they conflict, the following order controls: first, the Business Associate Agreement, with respect to the use and disclosure of protected health information; second, the Service Agreement, with respect to any subject matter it addresses; third, these Terms; and fourth, the Service Level Policy.

2.1 Client will comply with CareFlo's reasonable requests for access to relevant systems and information, including credentials and appropriate permission levels, as necessary to perform the Services.

2.2 Client acknowledges that failure or delay in providing that access may delay the Services or affect their results. CareFlo is not liable for any delay or deficiency in the Services to the extent it is caused by Client's failure to provide access, information, or cooperation, or by the act or omission of a third party vendor engaged by Client.

3.1 Client retains all right, title, and interest in Client Content, including patient records, practice data, and protected health information. Nothing in these Terms transfers ownership of Client Content to CareFlo.

3.2 Client grants CareFlo a non-exclusive, royalty free license to host, copy, transmit, process, and display Client Content as necessary to provide the Services, and as otherwise permitted by the Business Associate Agreement and the applicable Service Agreement.

3.3 CareFlo hosts the Platform and Client Content on infrastructure that CareFlo owns or controls. CareFlo's ownership of that infrastructure and of the Platform does not give CareFlo ownership of Client Content residing on it.

3.4 CareFlo will not make material changes to the substance of Client Content, such as altering the content of a clinical record, without Client's prior written consent. Processing Client Content in order to provide the Services, including indexing, formatting, transmission, backup, and de-identification where authorized under the Business Associate Agreement or the applicable Service Agreement, is not a material change for purposes of this Section.

4.1 CareFlo retains all intellectual property rights, including copyrights, trademarks, licenses, trade secrets, and patent rights, in the Platform and in all software, models, algorithms, configurations, documentation, know how, and deliverables, together with all improvements to them (the "CareFlo IP"). Client agrees not to claim ownership in the CareFlo IP at any time, whether before or after delivery of any deliverable.

4.2 Client receives a limited, non-exclusive, non-transferable right to access and use the Platform and the deliverables for its internal business purposes during the term of the applicable Service Agreement.

4.3 Client will not reverse engineer, decompile, copy, resell, sublicense, or use the Platform or any deliverable to develop a competing product or service.

4.4 Client will provide reasonable assistance for CareFlo to establish, preserve, and enforce its rights in the CareFlo IP. Client will not disclose CareFlo IP outside its organization without CareFlo's written approval, except as permitted under Section 10.3.

5.1 Client grants CareFlo a perpetual, irrevocable, royalty free right to use any feedback, suggestion, or improvement idea that Client or its personnel provide, without restriction or obligation.

5.2 Any change in specifications, or request for a change in specifications, made by either Party is CareFlo IP. A denial of, or failure to implement, a requested change does not waive CareFlo's rights in the CareFlo IP.

5.3 Client may request changes to the deliverables to better fit its operations. CareFlo will use commercially reasonable efforts to implement the requested change at no additional cost and without delaying delivery. If in CareFlo's reasonable judgment the change would require a delay or additional expense, the Parties will confer, and Client may either withdraw the request or accept the delay or expense. This Section does not obligate CareFlo to approve any change, and a declined or withdrawn change is not a breach by CareFlo.

6.1 Platform output is advisory and intended as decision support. It does not constitute a coding determination, a medical necessity determination, medical advice, legal advice, or a compliance opinion.

6.2 Client's licensed providers and qualified personnel remain solely responsible for the content and accuracy of the medical record, for the final selection and attestation of codes submitted to any payer, and for compliance with applicable payer, federal, and state requirements.

6.3 Client will not submit a claim in reliance on Platform output without independent review by a qualified member of Client's staff or a provider.

6.4 Client is responsible for safeguarding user credentials and for the acts and omissions of its personnel in using the Platform.

7.1 The Parties are bound by the CareFlo Business Associate Agreement, available at https://careflo.health/baa, which is incorporated by reference.

7.2 CareFlo will use and disclose protected health information only as permitted by the Business Associate Agreement and the applicable Service Agreement. CareFlo does not sell protected health information.

7.3 Where a Service Agreement or the Business Associate Agreement authorizes de-identification, information de-identified in accordance with 45 C.F.R. 164.514(b) is no longer protected health information and is not subject to the restrictions applicable to it.

8.1 CareFlo maintains administrative, physical, and technical safeguards designed to meet the requirements of the HIPAA Security Rule, including encryption of data in transit and at rest, role-based access control, least privilege provisioning, audit logging, and periodic access review.

8.2 CareFlo will describe its current security posture, including the status of any third party audit or certification, on Client's request. CareFlo does not represent that it holds any particular certification unless it has stated so in writing.

8.3 Security incident and breach notification is governed by the Business Associate Agreement.

9.1 Support response and availability commitments are set out in the Service Level Policy, available at https://careflo.health/service-level-policy-1.

9.2 Service credits under the Service Level Policy are calculated against fees actually payable for the affected period. Where no fee is payable for a period, no service credits accrue, and Client's remedy for a service level issue is the escalation process in the Service Level Policy.

9.3 Except for the express commitments in the Service Level Policy, the Platform is provided on an "as available" basis.

10.1 Each Party will keep confidential the terms of the Service Agreement, performance and evaluation data, financial information, pricing, and the proprietary methodologies of the other Party, and will not disclose that information to a third party without the disclosing Party's prior written consent.

10.2 This obligation continues for three years after termination, and for so long as the information remains a trade secret under applicable law.

10.3 A Party may disclose confidential information to the extent required by law, regulation, subpoena, payer audit, or court order, provided that it gives the other Party prompt written notice where legally permitted and cooperates reasonably in any effort to limit or protect the disclosure.

11.1 The term and termination rights are as stated in the applicable Service Agreement.

11.2 On expiry or termination, CareFlo will make Client Content available for export in a standard format and will return to Client any property, credentials, documentation, or records belonging to Client, except where retention is required by law, is necessary to perform obligations that survive, or is permitted under Section 11.3.

11.3 The obligation to return or destroy does not apply to: information de-identified under Section 7.3; anonymized and aggregated performance data; routine system backups until deleted in the ordinary course of business; or any model, model weight, parameter, algorithm, or platform improvement derived from de-identified data. Termination does not require CareFlo to retrain, reverse, or delete any model.

12.1 Each Party warrants that it has the authority to enter into the Service Agreement and that it will comply with the laws applicable to it.

12.2 CareFlo warrants that it will perform the Services in a professional and workmanlike manner.

12.3 Except as expressly stated in these Terms, the Service Level Policy, or the applicable Service Agreement, the Platform and the Services are provided "as is." CareFlo disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. CareFlo does not warrant that Platform output will be error free, that any claim will be paid, or that any particular financial or operational result will be achieved.

13.1 CareFlo will defend, indemnify, and hold harmless Client and its directors, officers, employees, and agents from third party claims, demands, and liabilities, including reasonable attorney's fees, arising out of: (i) the Services or Platform actually or allegedly infringing the intellectual property rights of a third party; (ii) breach of CareFlo's representations and warranties; or (iii) CareFlo's failure to comply with laws applicable to CareFlo or the Services.

13.2 Client will defend, indemnify, and hold harmless CareFlo, its affiliates, and their respective directors, officers, employees, and agents from third party claims, demands, and liabilities, including reasonable attorney's fees, arising out of: (i) breach of Client's representations and warranties; (ii) Client's failure to comply with laws applicable to Client; or (iii) Client Content or any claim submitted by Client, except to the extent the claim arises from CareFlo's breach of its obligations.

13.3 The indemnified Party will give prompt written notice of a claim, allow the indemnifying Party to control the defense, and cooperate reasonably. The indemnifying Party will not settle a claim in a way that imposes liability or an admission on the indemnified Party without its written consent.

13.4 Indemnification obligations are subject to Section 14.1 except as stated in Section 14.2.

14.1 Except as stated in Section 14.2, each Party's aggregate liability arising out of or relating to the Service Agreement will not exceed the greater of the fees paid by Client to CareFlo in the twelve months preceding the claim or the amount stated in the Service Agreement. Neither Party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits or lost revenue, even if advised of the possibility of such damages.

14.2 Section 14.1 does not apply to: a Party's obligations under the Business Associate Agreement; breach of confidentiality obligations; a Party's own gross negligence or willful misconduct; CareFlo's indemnification obligation under Section 13.1(i); Client's payment obligations; or an award under Section 15.

If legal action is brought to enforce or interpret the Service Agreement, the prevailing Party is entitled to recover, in addition to any other award, all reasonable legal costs and fees associated with the action.

CareFlo acts as an independent entity and not as an employee of Client. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

17.1 Formal notices, including notice of termination, breach, non-renewal, or an indemnification claim, must be in writing and delivered by any of the following: email to the address designated in the Service Agreement, with confirmation of receipt; nationally recognized overnight courier; or certified mail, return receipt requested.

17.2 Notice is effective on documented delivery, or on confirmed receipt in the case of email.

17.3 Notices to CareFlo are delivered to: CareFlo, Inc., Attn: Jad Shalhoub, President and Founder, 485 11th Ave, Vero Beach, FL 32962, and jad@careflo.health.

17.4 Invoices, scheduling, support requests, and other routine communications may be sent by email to the relevant officers, employees, or agents, provided the sending Party exercises need to know discretion.

Neither Party may assign the Service Agreement, whether voluntarily or by operation of law, without the other Party's prior written consent, except that either Party may assign it in connection with a merger, reorganization, or sale of substantially all of its assets, on written notice to the other Party. The Service Agreement binds and benefits the Parties' permitted successors and assigns.

19.1 Any amendment to a Service Agreement, or any additional obligation assumed in connection with it, is binding only if in writing and signed by an authorized representative of each Party.

19.2 CareFlo may update these Terms from time to time. A material change applies to an existing Client on the earlier of the next renewal of its Service Agreement or thirty days after written notice. Until then, the version in effect when the Service Agreement was signed continues to govern.

The Service Agreement and these Terms are governed by the laws of the State of Florida, to the exclusion of the law of any other forum and without regard to conflict of laws principles. Venue lies where the Service Agreement specifies, or if it does not specify, in the state or federal courts located in Indian River County, Florida.

If any provision is held invalid or unenforceable in whole or in part, the remaining provisions continue in full force, with the invalid or unenforceable part severed.

A Party's waiver of a breach, default, or omission is not a waiver of any subsequent breach of the same or another provision.

Sections 3, 4, 5, 7, 10, 11.2, 11.3, 12.3, 13, 14, 15, and 20 through 23 survive termination or expiration.

These Terms, together with the applicable Service Agreement, the Business Associate Agreement, the Service Level Policy, and any exhibits or addenda, constitute the entire agreement between the Parties on their subject matter. There is no representation, warranty, collateral agreement, or condition affecting them except as expressly provided.