SeniorLytics LLC Terms of Use

I. Relationship to Customer Agreements

If Customer has entered into a separate written agreement with SeniorLytics, including a master services agreement, analytics as a service agreement, business associate agreement, statement of work, service schedule, data processing agreement, security addendum, or other written agreement (collectively, a“Customer Agreement”), the Customer Agreement governs Customer’s and its Authorized Users’ access to and use of the Services.

If there is a conflict between these Terms and a Customer Agreement, the Customer Agreement will control to the extent of the conflict. If a business associate agreement or similar healthcare data protection agreement applies to Protected Health Information, that agreement will control with respect to the handling of Protected Health Information.

These Terms apply to all users of the Services, including website visitors, demo users, pilot users, early access users, Customer administrators, and individual users authorized by a Customer.

Our Clients may administer SeniorLytics Services access for their employee end users. This administration may include control over end user account access and functionality, as well as access and monitoring of end user data and activity. SeniorLytics is not responsible for the privacy or security practices of our Clients, and this Privacy Statement is not intended to cover those Client practices. Furthermore, this Privacy Statement does not apply to the privacy or security practices of any third party.

III. Authorized Users and Account Access

Customer may permit its employees, contractors, agents, and other approved users to access the Servicesonly as authorized by SeniorLytics and the applicable Customer Agreement (“Authorized Users”).SeniorLytics administrators and Customer administrators may create, manage, modify, or deactivate useraccounts, subject to the applicable Customer Agreement and platform permissions.
Customer is responsible for:

• Determining which individuals are authorized to access the Services;
• Assigning appropriate roles, permissions, and access levels;
• Ensuring that Authorized Users use the Services only for Customer’s internal business purposes;
• Promptly removing or requesting removal of access for users who no longer require access;
• Maintaining the confidentiality and security of user credentials; and all activities conducted through Customer’s accounts, systems, credentials, or Authorized Users.

Authorized Users may not share accounts, passwords, tokens, or credentials. Each Authorized User must use only their own credentials and may access only the data, features, reports, documents, systems, or workflows they are authorized to access.

IV. Customer Data

“Customer Data” means information, data, files, documents, content, records, prompts, outputs, reports, credentials, system exports, and other materials provided to SeniorLytics by or on behalf of Customer,received by SeniorLytics from Customer systems or third-party systems authorized by Customer, uploaded to the Services, or generated through Customer’s use of the Services.

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As between Customer and SeniorLytics, Customer retains ownership of Customer Data. Customer grants SeniorLytics the rights necessary to host, receive, access, process, transmit, store, copy, display, analyze, transform, and otherwise use Customer Data solely as necessary to provide, secure, support, maintain,improve, and document the Services for Customer, comply with applicable law, perform contractual obligations, and protect the Services and related systems.

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Customer is responsible for the accuracy, quality, legality, completeness, and appropriateness of Customer Data. Customer represents and warrants that it has all rights, permissions, notices, consents, authorizations, and legal bases necessary to provide Customer Data to SeniorLytics and to permitSeniorLytics to process Customer Data as contemplated by these Terms and any applicable Customer Agreement.

V. Sensitive Data, PHI, and Healthcare Data

The Services may process sensitive information, including Protected Health Information (“PHI”), electronic Protected Health Information (“ePHI”), personally identifiable information, resident data, resident assessments, clinical data, care-related data, HR/payroll data, financial and operational data, sales and CRM data, documents, audit logs, user account data, prompts, responses, and usage data.
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Customer may provide sensitive data to the Services only to the extent authorized under the applicable Customer Agreement and applicable law. Customer may not submit Social Security numbers, bank account numbers, payment card numbers, financial account credentials, or other highly sensitive data unlessexpressly authorized in writing by SeniorLytics.

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For clarity, “financial data” as used in these Terms generally refers to Customer operational, accounting, budget, revenue, expense, and performance data, and does not mean payment card numbers, bank account numbers, or financial account credentials unless expressly authorized in writing by SeniorLytics.

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Where SeniorLytics acts as a Business Associate under HIPAA, the applicable business associate agreement or other healthcare data protection terms govern SeniorLytics’ use and disclosure of PHI. Customer is responsible for determining whether it is a Covered Entity, Business Associate, or otherwise subject toHIPAA or other healthcare privacy laws, and for ensuring that its use of the Services complies with those laws.

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SeniorLytics assumes Customer Data may contain sensitive information and applies safeguards designed to protect such data. However, Customer remains responsible for the content of Customer Data, the configuration of Customer-controlled systems, the permissions granted to users, and Customer’s own privacy, security, and compliance obligations.

VI. Privacy

SeniorLytics’ Privacy Policy explains how SeniorLytics collects, uses, discloses, and protects personal information. For Customer Data processed by SeniorLytics on behalf of a Customer, SeniorLytics processes such information according to the applicable Customer Agreement, these Terms, the Privacy Policy, any applicable business associate agreement, and Customer’s authorized instructions.

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SeniorLytics does not sell personal information processed through the Services. SeniorLytics may disclose Customer Data to service providers, vendors, subcontractors, infrastructure providers, integration partners,and other third parties only as necessary to provide, secure, support, maintain, or improve the Services; comply with law; protect SeniorLytics, Customers, users, or third parties; or as otherwise permitted by the applicable Customer Agreement.

VII. Security

SeniorLytics maintains an information security program designed to protect the confidentiality, integrity, and availability of Customer Data. SeniorLytics’ security program may include administrative, technical, and organizational safeguards such as access controls, encryption, logging, monitoring, vulnerability management, risk management, workforce training, vendor risk management, data loss prevention controls, incident response procedures, and policy review processes.

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No security program is perfect. SeniorLytics does not guarantee that unauthorized access, use, disclosure, loss, alteration, or destruction of data will never occur. Customer and Authorized Users must promptly notify SeniorLytics of any suspected unauthorized access, credential compromise, security incident, data loss, or misuse of the Services.
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Customer is responsible for securing Customer systems, source systems, endpoints, networks, credentials, exports, files, user devices, and third-party systems. Customer is also responsible for configuring and managing Customer-controlled access permissions, user roles, and administrative settings.

VIII. Third-Party Systems and Integrations

The Services may connect to, receive data from, transmit data to, or interact with third-party systems, including clinical, financial, HR/payroll, CRM, accounting, property management, operational, document management, communication, infrastructure, identity, AI, reporting, and other systems used or authorized by Customer.

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Customer authorizes SeniorLytics to access, use, connect to, and interact with third-party systems as necessary to provide the Services and as authorized by Customer. Customer is responsible for obtaining and maintaining all rights, permissions, licenses, accounts, credentials, APIs, exports, approvals, and consents necessary for SeniorLytics to access or use third-party systems on Customer’s behalf.

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SeniorLytics is not responsible for third-party systems, including their availability, security, data accuracy, API changes, performance, outages, errors, terms, policies, or actions. Customer is responsible forreviewing and complying with the terms and requirements of any third-party systems Customer uses in connection with the Services.

IX. Artificial Intelligence Features

The Services may include artificial intelligence, machine learning, large language model, natural language,document analysis, retrieval, summarization, recommendation, or similar features (“AI Features”). AIFeatures may analyze Customer Data, documents, prompts, user questions, metadata, reports, and other authorized information to generate responses, summaries, citations, recommendations, explanations,classifications, or other outputs (“AI Outputs”).

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AI Features and AI Outputs are provided for decision-support purposes only. AI Outputs may be inaccurate,incomplete, outdated, misleading, biased, or not applicable to Customer’s circumstances. Customer andAuthorized Users are solely responsible for reviewing, validating, and verifying AI Outputs before using or relying on them.

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AI Outputs are not clinical advice, medical advice, legal advice, accounting advice, employment advice, financial advice, regulatory advice, compliance advice, or a substitute for professional judgment. AI Outputs may not be used as the sole basis for clinical, legal, employment, financial, accounting, regulatory,compliance, resident care, staffing, safety, disciplinary, or other high-stakes decisions. Human review is required before making or taking action based on any high-stakes decision.
Where AI Features provide citations, references, links, excerpts, or source documents, the cited source material remains the authoritative source. Users are responsible for reviewing the cited source material and determining whether the AI Output is accurate, complete, current, and appropriate.
Users may not enter, upload, submit, request, or use data with AI Features unless they are authorized toaccess and use that data. Customer is responsible for ensuring that Authorized Users use AI Features only with data they are permitted to access and only for authorized business purposes.
Users may not enter, upload, submit, request, or use data with AI Features unless they are authorized toaccess and use that data. Customer is responsible for ensuring that Authorized Users use AI Features onlywith data they are permitted to access and only for authorized business purposes.

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SeniorLytics may store AI prompts, AI Outputs, related source references, usage logs, and associated metadata for up to two years or until the applicable Customer Agreement terminates, unless a differentretention period is specified in writing. Such information may be reviewed by authorized SeniorLytics personnel for support, security, quality assurance, troubleshooting, compliance, service delivery, and improvement of the Services for that Customer.

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SeniorLytics does not use Customer Data, PHI, or Customer-specific AI prompts or AI Outputs to train third-party foundation models unless expressly authorized in writing by Customer.

X. Document and File Features

The Services may allow Customer or Authorized Users to upload, index, organize, search, retrieve, analyze, summarize, cite, or ask questions about documents, files, policies, procedures, manuals, reports, and other materials (“Customer Documents”).

Customer retains ownership of Customer Documents. Customer is responsible for ensuring it has the rights and authorization to upload, share, process, and use Customer Documents through the Services. Customeris responsible for assigning and maintaining appropriate access controls for Customer Documents and related collections, folders, workspaces, or permission groups.

SeniorLytics may store Customer Documents, extracted text, embeddings, metadata, citations, summaries,prompts, outputs, and related processing artifacts for up to two years or until the applicable CustomerAgreement terminates, unless a different retention period is specified in writing. Such information may be reviewed by authorized SeniorLytics personnel for support, security, quality assurance, troubleshooting, compliance, service delivery, and improvement of the Services for that Customer.

Cited Customer Documents remain the authoritative source for questions involving Customer policies,procedures, or other uploaded materials. Users must review the underlying source documents before relying on any generated answer or summary.

XI. Automation Features

The Services may include automation, robotic process automation, workflow automation, data transfer, file transfer, report generation, third-party system interaction, and related operational or financial automationfeatures (“Automation Features”). Automation Features are provided only as contracted with Customer andapproved for production use by Customer.

Automation Features may interact with third-party systems using credentials, permissions, accounts, files,exports, APIs, or access methods provided or authorized by Customer. Customer is responsible formaintaining all credentials, permissions, accounts, licenses, source-system availability, third-party system access, and approvals needed for Automation Features to operate.

Customer must review, validate, and approve automation configurations, workflows, mappings, rules,outputs, exceptions, and results before they are committed to, uploaded into, or relied upon in any third-party system. Automation Features do not replace Customer’s review, approval, accounting controls, operational controls, internal controls, compliance controls, or professional judgment.

If an automation fails or produces an exception, SeniorLytics will use commercially reasonable efforts to notify designated Customer users and review the issue. Customer is responsible for reviewing automationfailures, exceptions, outputs, and downstream impacts. SeniorLytics maintains logs of automated tasks, subject to applicable retention periods and Customer Agreements.

SeniorLytics is not responsible for errors, failures, delays, outages, data inaccuracies, permission issues, configuration issues, API changes, system changes, or other problems caused by third-party systems,Customer systems, Customer Data, Customer instructions, Customer-approved configurations, unavailable credentials, expired credentials, insufficient permissions, or Customer’s failure to review automation outputs.

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XII. Analytics, Reports, Benchmarks, and Recommendations

The Services may provide dashboards, reports, benchmarking, forecasts, narratives, anomalies, recommendations, alerts, KPIs, metrics, and other analytical outputs. These outputs depend on Customer Data, source-system availability, data mappings, data quality, integration timing, transformation logic, user permissions, configuration choices, and other assumptions.

All analytics, reports, benchmarks, recommendations, alerts, and related outputs are provided for informational and decision-support purposes only. They do not guarantee financial performance, clinicaloutcomes, staffing outcomes, resident outcomes, compliance outcomes, operational results, or future performance.

Customer is responsible for validating data, reviewing outputs, confirming assumptions, and making allfinal decisions and actions based on the Services.

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XII. Aggregated and De-Identified Data

SeniorLytics may create and use aggregated, anonymized, or de-identified data derived from Customer Data and use of the Services for purposes such as benchmarking, analytics, product improvement, servicedevelopment, performance insights, and industry reporting.

SeniorLytics will not use or disclose aggregated, anonymized, or de-identified data in a manner that directlyidentifies Customer, any Customer community or facility, or any resident, patient, employee, prospect, user,or other individual.

This section does not limit SeniorLytics’ ability to use identifiable Customer Data as necessary to provide,support, secure, maintain, and improve the Services for that Customer under the applicable CustomerAgreement.7

XIV. Acceptable Use

Customer and Authorized Users may use the Services only for lawful, authorized, internal business purposes and in accordance with these Terms, applicable Customer Agreements, documentation, and applicable law.

Customer and Authorized Users may not, and may not permit any person to:

• access or use the Services except as expressly authorized;
• access data, accounts, systems, reports, documents, or features they are not authorized to access;
• share, transfer, or misuse credentials;
• bypass, disable, or interfere with access controls, security controls, usage limits, or monitoring tools;
• reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Services;
• scrape, crawl, harvest, extract, or bulk download data except through authorized features;
• test, scan, probe, or attack the Services without prior written authorization;
• introduce malware, harmful code, or malicious content;
• overload, disrupt, degrade, or interfere with the Services or related systems;
• use the Services to violate law, infringe rights, or process data without authorization;
• submit data that Customer or the user does not have the right to submit;
• use the Services to build, train, benchmark, or improve a competing product or service;
• use the Services for emergency response, life-safety, or time-critical clinical decisions;
• use AI Outputs or analytics outputs as the sole basis for high-stakes decisions;
• remove proprietary notices or misrepresent the source of Services or outputs; or
• use the Services in a manner that could harm SeniorLytics, Customers, residents, patients, users, third parties, or the integrity of the Services.

XV. Intellectual Property

SeniorLytics and its licensors retain all right, title, and interest in and to the Services, platform, software,dashboards, report designs, data models, workflows, automations, templates, documentation, know-how, algorithms, configurations, methods, processes, interfaces, improvements, and related intellectual property.

Customer retains ownership of Customer Data. Except for the limited rights expressly granted in these Terms or a Customer Agreement, no rights are granted to Customer or any user in or to the Services or SeniorLytics intellectual property.

Customer and Authorized Users may use reports, dashboards, exports, and outputs generated through the Services only for Customer’s authorized internal business purposes, unless otherwise permitted in the applicable Customer Agreement.

XVI. Feedback

Customer and users may provide suggestions, ideas, comments, requests, recommendations, or otherfeedback about the Services (“Feedback”). SeniorLytics may use Feedback without restriction or obligation,provided that SeniorLytics will not disclose Customer Confidential Information in doing so.

XVII. Beta, Pilot, and Early Access Features

SeniorLytics may make beta, pilot, preview, early access, experimental, or limited-release features available to Customers or users (“Beta Features”). Beta Features may be incomplete, less reliable, changed, suspended, discontinued, or removed at any time.

Unless otherwise agreed in writing, Beta Features are provided “as is” and without any warranty, commitment, service level, or obligation. Customer and users should not rely on Beta Features for critical workflows, high-stakes decisions, regulatory compliance, clinical decisions, financial commitments, or other important operational decisions without independent review and approval.

XVIII. Support and Service Availability

Support, training, onboarding, implementation, service levels, maintenance, and availability commitments are governed by the applicable Customer Agreement. Unless expressly stated in a Customer Agreement, SeniorLytics does not guarantee that the Services will be uninterrupted, error-free, available at any particular time, or compatible with every Customer system, third-party system, browser, device, orconfiguration.

SeniorLytics may modify, update, enhance, restrict, suspend, or discontinue features from time to time, provided that any such changes will be subject to the applicable Customer Agreement.

XIX. Suspension and Termination

SeniorLytics may suspend or restrict access to the Services if SeniorLytics reasonably believes that:

• Access is required to be suspended by law, court order, government demand, or regulatoryrequirement;
• Continued access creates a security, privacy, legal, operational, or compliance risk;
• Customer or a user has violated these Terms or a Customer Agreement;
• Credentials have been compromised or access is unauthorized;
• Customer Data or use of the Services may infringe rights or violate law;
• Customer has failed to pay amounts due, where suspension is permitted by the Customer Agreement; or
• The applicable Customer Agreement has expired or terminated.

Upon expiration or termination of the applicable Customer Agreement, Customer and Authorized Users must stop using the Services, and SeniorLytics may disable access to the Services. Data export, deletion, retention, and return obligations, if any, are governed by the applicable Customer Agreement, applicable law, and SeniorLytics’ retention practices.

XX. Disclaimers

Except as expressly provided in a Customer Agreement, the Services, AI Features, Automation Features,Beta Features, reports, dashboards, benchmarks, recommendations, outputs, and related materials are provided “as is” and “as available.”

SeniorLytics disclaims all warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability,security, completeness, and uninterrupted or error-free operation.

SeniorLytics does not warrant that the Services or any outputs will meet Customer’s requirements, achieve any intended result, improve financial performance, improve clinical outcomes, improve resident outcomes,satisfy regulatory requirements, identify every issue, prevent every error, or be free from inaccuracies, omissions, delays, interruptions, vulnerabilities, or harmful components.

The Services are not designed or intended for emergency use, life-safety decisions, direct clinical decision-making, diagnosis, treatment, legal compliance determinations, accounting determinations, employment decisions, or any use where failure could lead to death, personal injury, severe financial harm, legalviolation, or regulatory non-compliance without appropriate human review and professional oversight.

XXI. Limitation of Liability

For Customers with a Customer Agreement, limitations of liability are governed by the applicable Customer Agreement.

For website visitors, demo users, or other users not covered by a Customer Agreement, to the maximum extent permitted by law, SeniorLytics will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, punitive, or similar damages; loss of profits, revenue, goodwill, data, use, or business opportunity; service interruption; data loss; data corruption; security incidents; or decisions or actions taken based on the Services or outputs.

To the maximum extent permitted by law, SeniorLytics’ total aggregate liability arising out of or relating to these Terms or the Services for users not covered by a Customer Agreement will not exceed one hundreddollars ($100) or the amount paid by the user directly to SeniorLytics for the Services giving rise to the claimin the three months before the event giving rise to liability, whichever is greater.

Some jurisdictions do not allow certain exclusions or limitations of liability. In those jurisdictions, liability will be limited to the greatest extent permitted by law.

XXII. Indemnification

To the extent not governed by a Customer Agreement, Customer will defend, indemnify, and hold harmless SeniorLytics and its officers, directors, employees, contractors, agents, affiliates, licensors, service providers, and subcontractors from and against any claims, losses, liabilities, damages, penalties, fines, costs, andexpenses, including reasonable attorneys’ fees, arising out of or relating to:

• Customer Data;
• Customer’s or any user’s use of the Services;
• Customer’s or any user’s violation of these Terms or applicable law;
• Customer’s or any user’s unauthorized submission, access, use, or disclosure of data;
• Customer’s systems, third-party systems, credentials, configurations, or instructions;
• decisions, actions, omissions, or reliance based on outputs of the Services; or
• allegations that Customer Data or Customer-provided materials infringe, misappropriate, or violate the rights of a third party.

XXIII. Changes to the Services and Terms

SeniorLytics may update these Terms from time to time. When SeniorLytics makes material changes, it will post the updated Terms on its website or otherwise provide notice as required by law or the applicable Customer Agreement. The updated Terms will be effective as of the effective date stated in the updatedTerms.

Continued access to or use of the Services after updated Terms become effective constitutes acceptance of the updated Terms, except where a separate Customer Agreement controls.

XXIV. Governing Law and Venue

These Terms are governed by the laws of the State of Washington, without regard to conflict of lawprinciples. To the extent not governed by a Customer Agreement, any legal action or proceeding arising outof or relating to these Terms or the Services must be brought exclusively in the state or federal courtslocated in Clark County, Washington, and each party consents to the personal jurisdiction and venue of those courts.

XXV. General Terms

These Terms do not create any agency, partnership, joint venture, employment, fiduciary, or franchise relationship between Customer or any user and SeniorLytics.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remainin full force and effect.

SeniorLytics’ failure to enforce any provision of these Terms will not constitute a waiver of that provision orany other provision.

Customer and users may not assign or transfer rights or obligations under these Terms without SeniorLytics’ prior written consent. SeniorLytics may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, change of control, or by operation of law.

There are no third-party beneficiaries to these Terms.

XXVI. Contact

Questions about these Terms may be directed to:

SeniorLytics LLC

‍Email: info@seniorlytics.com

Website: www.seniorlytics.com

For privacy-related questions, please refer to the SeniorLytics Privacy Policy.

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