Terms of Service

These Terms of Service (the Terms) govern the provision of the 2care.ai AI receptionist and related services (the Services) by 2Care AI Inc., a company registered in Delaware, USA with its registered office at 8 The Green, STE R, Dover, Delaware 19901 (2care, we, us), to the customer identified on the applicable Order Form (the Clinic, Customer, you).

The Order Form and these Terms, together with any addendum applicable to your region (in the United States, the HIPAA Business Associate Agreement; in the United Kingdom, the Data Processing Agreement), form the agreement between the parties (the Agreement). Signing the Order Form accepts these Terms. Where these Terms conflict with the Order Form on a specific item, the Order Form controls that item; otherwise these Terms govern.

1. Definitions

• Services: the 2care.ai AI voice receptionist, including inbound and outbound call handling, appointment booking, lead capture, CRM, dashboard and any other functionality described on the Order Form.
• Order Form: the signed order that identifies the parties, the plan, the subscription term, the fees and the documents incorporated by reference.
• Authorized Users: the Clinic's staff whom the Clinic permits to access the Services.
• Patient Data: personal data relating to the Clinic's patients, prospects and callers that is processed through the Services, including call audio and transcripts.
• Output: AI-generated call summaries, communications, routing decisions and other workflow results produced by the Services.
• Included Minutes: the connected-minute allowance for the billing period, as stated on the Order Form.
• Overage: connected minutes used in a billing period above the Included Minutes.

2. Access and use

Subject to the Agreement, 2care grants the Clinic a non-exclusive, non-transferable right to use the Services for the Clinic's own operations during the term. The Clinic is responsible for its Authorized Users' use of the Services and for maintaining the confidentiality of its access credentials.

The Clinic will not misuse the Services, including by using them unlawfully, attempting to circumvent usage limits, reverse-engineering the platform, or reselling access without 2care's written consent. The Services are an administrative and booking tool. They do not provide medical diagnosis, clinical advice or treatment recommendations, and must not be marketed or relied upon as an emergency response system.

The Clinic is solely responsible for obtaining all patient consents required by applicable law before enabling call recording, AI-assisted interactions, SMS or other automated communication, and for complying with all applicable recording laws in every jurisdiction in which it operates, including one-party and all-party consent requirements.

3. AI output and escalation

Output is generated by artificial intelligence, may contain errors, inaccuracies or omissions, is not reviewed or verified by 2care before delivery, and does not constitute professional advice. The Clinic and its staff are solely responsible for reviewing and validating any Output before relying on it. No Output is a substitute for clinical judgment or direct patient assessment by a licensed provider.

The Services may route or escalate communications based on configured workflows but do not guarantee detection or escalation of every urgent situation, and are not programmed to contact emergency services. The Clinic is responsible for maintaining independent emergency protocols, ensuring human staff are available to respond to escalations, providing accurate configuration and knowledge-base content, and instructing patients to seek emergency care directly. 2care configures escalation workflows in accordance with the Clinic's written instructions and approved knowledge base and will use commercially reasonable efforts to operate them as configured.

4. Fees and payment

Fees are as set out on the Order Form and are billed on the cycle stated there. Unless the Order Form says otherwise, fees are exclusive of applicable taxes. Where connected minutes exceed the Included Minutes in a billing period, Overage is charged at the per-minute rate on the Order Form. A connected minute is any minute during which the Services are on a live call with a patient or lead; ring time before answer and voicemail deposits are not counted, and both inbound and outbound calls count toward the total.

Undisputed sums not paid when due may accrue interest and, following notice and a cure period stated on the Order Form or these Terms, 2care may suspend the Services in whole or in part. Suspension does not relieve the Clinic of its obligation to pay. Except where required by law, fees are non-refundable.

5. Customer data and intellectual property

As between the parties, the Clinic owns its data, content and patient records, and grants 2care a non-exclusive licence to use them solely to provide and support the Services and as set out in the applicable data-protection addendum. 2care will not use Patient Data for marketing, for its own commercial benefit, or to train or improve AI or machine-learning models, except where data has been fully de-identified in accordance with applicable law.

2care retains all rights, title and interest in and to the 2care platform, AI models, software, voice technology, workflows, dashboards, configurations and documentation, including any improvements, customizations or derivatives, whether or not made for the Clinic. Nothing in the Agreement transfers any 2care intellectual property to the Clinic.

6. Confidentiality

Each party will keep confidential all non-public information disclosed by the other in connection with the Agreement and use it only to perform the Agreement, except where disclosure is required by law. This obligation does not apply to information that is or becomes public through no fault of the receiving party. This clause survives termination.

7. Warranties and disclaimer

2care will provide the Services with reasonable skill and care and will use commercially reasonable efforts to maintain availability. Except as expressly stated in the Agreement, the Services are provided on an “as is” basis without warranties of any kind, including any warranty of uninterrupted or error-free operation. The Services are not a medical device, diagnostic tool or clinical decision-support system and do not replace the judgment of licensed medical professionals.

The Services depend on third-party infrastructure outside 2care's control, including telephony and voice providers, AI and large-language-model providers, cloud hosting, and the Clinic's own phone, practice-management and website systems. 2care is not liable for interruptions, degraded performance, data loss or errors caused by any third party or infrastructure failure outside its reasonable control, and such outages do not constitute a breach of the Agreement. 2care will use commercially reasonable efforts to notify the Clinic of known material third-party disruptions.

8. Term and termination

The Agreement begins on the effective date of the Order Form and continues for the term stated there, renewing as the Order Form provides. Either party may terminate for convenience on the notice period stated on the Order Form, and either party may terminate immediately on written notice if the other commits a material breach that is not cured within 30 days of notice.

On termination, 2care will cease call handling, provide a reasonable transition period, and, at the Clinic's election, return or delete Clinic and patient data in accordance with the applicable data-protection addendum. Any accrued fees and Overage up to the termination date remain payable.

9. Limitation of liability

Nothing in the Agreement limits either party's liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited or excluded under applicable law.

Subject to the foregoing, 2care's total liability arising out of or in connection with the Agreement in any 12-month period is limited to the total fees paid by the Clinic to 2care in that period. Neither party is liable for any indirect, special or consequential loss, including loss of profits, revenue, patients or anticipated savings. This cap and exclusion do not apply to a party's indemnification obligations or breaches of confidentiality. The Clinic remains solely responsible for all clinical decisions and patient care.

10. Indemnification

The Clinic will indemnify, defend and hold harmless 2care from third-party claims, losses and reasonable costs arising from: (i) the Clinic's breach of the Agreement; (ii) content, instructions or knowledge-base material the Clinic provides or approves; (iii) the Clinic's failure to obtain required patient consents or to maintain adequate emergency protocols; (iv) the Clinic's own compliance obligations as a healthcare provider; or (v) any clinical decision, diagnosis or patient-care outcome.

2care will indemnify, defend and hold harmless the Clinic from third-party claims alleging that the Services, when used in accordance with the Agreement, infringe a third party's intellectual property rights, except to the extent the claim arises from unauthorized modification, combination with products not provided by 2care, or unauthorized use. The indemnified party must promptly notify the indemnifying party, reasonably cooperate at that party's expense, and give it control of the defense and settlement (no settlement admitting fault by the indemnified party without its consent).

11. Data protection

Processing of personal data is governed by the 2care Privacy Policy and, where applicable, the region addendum incorporated by reference on the Order Form: in the United States, the HIPAA Business Associate Agreement; in the United Kingdom, the Data Processing Agreement. Execution of the applicable addendum is a condition of 2care processing protected health information or special-category data on the Clinic's behalf.

12. General

• Assignment: neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld, except in connection with a merger, acquisition or sale of substantially all assets.
• Governing law: for US customers, the Agreement is governed by the laws of the State of Delaware and the parties submit to the exclusive jurisdiction of the state and federal courts of Delaware; for UK customers, it is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
• Force majeure: neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control.
• Entire agreement and precedence: the Order Form, these Terms and any applicable addendum are the entire agreement and supersede prior discussions; the Order Form controls a specific item, and otherwise these Terms govern.
• Severability and counterparts: if any provision is held unenforceable the remainder continues in effect, and the Agreement may be signed in counterparts, including electronically.