Master Terms of Service & End User License Agreement

Last Updated: April 2026

PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SNFGUARD PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS, WHICH INCLUDE A BINDING ARBITRATION CLAUSE, A CLASS ACTION WAIVER, AND EXTENSIVE LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE.

1. Acceptance and Nature of Service

Welcome to SNFGuard ("we", "us", "our", or "Company"). These Terms of Service ("Terms") govern your access to and use of our SaaS platform, APIs, developer tools, and associated services (collectively, the "Service" or "Platform"). The Service is a business-to-business (B2B) analytical tool designed to extract and analyze data from invoices and time logs for Skilled Nursing Facilities ("SNFs").

NO PROFESSIONAL ADVICE: SNFGuard is an informational and analytical technology platform. We do not provide legal, financial, accounting, regulatory, or medical advice. You are solely responsible for independently verifying all AI-generated reports, flagged discrepancies, and extracted data before making any financial or legal decisions.

2. Account Registration and Security

You must register for an account to use the Service. You represent and warrant that all information provided is accurate, that you have the full legal authority to bind your organization to these Terms, and that you have had the opportunity to review these Terms with independent legal counsel prior to acceptance. You are strictly responsible for:

  • Maintaining the absolute confidentiality of your login credentials and Multi-Factor Authentication (MFA) tokens.
  • All activity occurring under your account, whether authorized by you or not.
  • Immediately notifying us at legal@snfguard.com of any unauthorized use or security breach.

We reserve the right to disable any account at any time, in our sole discretion, for any reason, including suspected unauthorized access or breach of these Terms. We are not liable for any loss or damage arising from your failure to protect your credentials.

3. API, Developer Tools, and Integration

If you access our APIs or developer platform, you are granted a limited, non-exclusive, revocable, non-transferable license to use these tools solely to integrate your internal systems with SNFGuard.

  • You agree not to use our APIs in any manner that exceeds reasonable request volumes, constitutes excessive polling, or attempts to circumvent rate limits.
  • We may modify, deprecate, or suspend API access at any time without notice or liability.
  • You represent and warrant that any data pushed to our APIs complies with all applicable laws, including HIPAA, and that you hold all necessary consents.

4. Artificial Intelligence & Data Extractions

ASSUMPTION OF RISK FOR AI OUTPUT

The Service heavily utilizes artificial intelligence and machine learning algorithms (including third-party models like Google Gemini) to extract, process, and present data. AI is inherently probabilistic. SNFGuard makes ZERO warranties or guarantees regarding the accuracy, completeness, reliability, or timeliness of AI-generated results. You agree that SNFGuard shall have absolutely no liability for any false positives, false negatives, hallucinated data, missed discrepancies, or incorrect financial calculations. You proceed at your own risk.

5. Data Rights, Usage, and Aggregation

While you retain ownership of the raw data you upload, subject to our Business Associate Agreement (BAA) regarding PHI, you grant SNFGuard a perpetual, irrevocable, worldwide, royalty-free, and fully sub-licensable license to:

  • Host, store, process, and analyze the data to provide the Service.
  • De-identify and aggregate the data to create statistical models, benchmark reports, and industry insights.
  • Use de-identified data to train, tune, and improve our proprietary AI models and algorithms.

Marketing and Logo Rights: By registering for an account, you grant SNFGuard the non-exclusive, worldwide, royalty-free right and license to use your company name, trademarks, and logos for marketing, promotional, and sales purposes, including listing you as a customer on the SNFGuard website. You may revoke this license at any time by providing thirty (30) days' written notice to legal@snfguard.com.

You represent and warrant that you possess all legal rights, consents, and authorizations required to upload your data to SNFGuard, and that such action does not violate any third-party contract or applicable law.

6. Payments, Billing, and Non-Refundability

You agree to pay all fees in accordance with the subscription plan selected. We use Stripe for payment processing. By providing payment information, you authorize us to charge your payment method on a recurring basis. You agree that your payment obligations are absolute and you explicitly waive any claim of "failure of consideration."

  • ALL FEES ARE STRICTLY NON-REFUNDABLE. We do not provide prorated refunds for partial months, mid-cycle cancellations, or unused capacity.
  • Late payments may result in immediate suspension of service and a late fee of 1.5% per month or the highest rate permitted by law.
  • We reserve the right to increase pricing at our discretion. Notice of pricing changes will be provided at least 30 days in advance.
  • Audit Rights: SNFGuard reserves the right to remotely audit your usage of the Service (including user access logs and volume metrics) to ensure compliance with your subscription tier and to prevent account sharing. If an audit reveals usage exceeding your licensed rights, you agree to immediately pay all back-fees owed, plus an administrative audit fee of $500.

7. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SNFGUARD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USING THE SERVICE.

8. ABSOLUTE LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SNFGUARD, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF SUBSTITUTE PROCUREMENT, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

UNDER NO CIRCUMSTANCES WILL SNFGUARD BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. EXCEPT FOR CLAIMS ARISING DIRECTLY FROM SNFGUARD'S PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SNFGUARD'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, SHALL BE STRICTLY LIMITED TO THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO SNFGUARD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation of liability reflects a deliberate and bargained-for allocation of risk between the parties and forms an essential basis of the bargain.

9. Broad Indemnification

You agree to fully indemnify, defend, and hold harmless SNFGuard, its executives, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to excessive attorney's fees) arising from:

  • Your use of and access to the Service.
  • Your violation of any term of these Terms or the BAA.
  • Your violation of any third-party right, including any copyright, property, or privacy right.
  • Any claim that your data caused damage to a third party.
  • Any dispute between you and a staffing agency, contractor, or employee regarding billing or time tracking.

Control of Defense & Subpoena Reimbursement: SNFGuard reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to fully cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SNFGuard. Furthermore, if SNFGuard is subpoenaed in any third-party or government legal proceeding involving you (where SNFGuard is not a named party), you agree to reimburse SNFGuard for all costs, including attorney's fees and an engineering rate of $250/hour, incurred in responding to such subpoenas.

10. Suspension and Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole and absolute discretion, for any reason whatsoever, including without limitation a breach of the Terms.

Upon termination, your right to use the Service will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Data Export and Transition: Upon termination, SNFGuard has absolutely no obligation to maintain or provide any of your historical data, AI audit logs, or uploads. Any requests for custom data exports post-termination are entirely at our discretion and, if approved, will be billed at a standard engineering rate of $250/hour.

11. Binding Arbitration, Class Action Waiver, and Jury Trial Waiver

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SNFGUARD.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Atlanta, Georgia, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.

PREVAILING PARTY FEE-SHIFTING: IN ANY ARBITRATION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES, ARBITRATOR FEES, EXPERT WITNESS FEES, AND OUT-OF-POCKET COSTS, IN ADDITION TO ANY OTHER RELIEF TO WHICH IT MAY BE ENTITLED.

Class Action Waiver: YOU AND SNFGUARD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Waiver of Jury Trial: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES EXPLICITLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12. Contractual Statute of Limitations & Entity Protections

TIME LIMITATION ON CLAIMS: You agree that any claim or cause of action arising out of or related to these Terms or the use of the Service must be filed within one (1) year after such claim or cause of action arose, or it shall be forever and permanently barred, regardless of any statute or law to the contrary in Georgia or any other jurisdiction.

Independent Contractor & Waiver of Personal Liability: SNFGuard acts strictly as an independent contractor providing a software tool. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and SNFGuard. SNFGuard is operated by a sole proprietor based in Georgia. You explicitly agree that you are engaging in a business-to-business transaction and waive any right to claim employee, consumer, or statutory protections. Furthermore, you expressly waive any and all rights to pursue claims, whether in contract, tort, or otherwise, against the individual owner(s) of SNFGuard personally. Your sole and exclusive remedy for any dispute shall be against the SNFGuard business entity.

Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. This ensures that even if one protective clause is struck down, the remaining protections (such as the liability cap) stay fully intact.

Force Majeure: SNFGuard shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SNFGuard's reasonable control, including, without limitation, mechanical, electronic or communications failure, cloud provider outages, acts of God, or regulatory actions.

13. Miscellaneous

Governing Law & Venue: These Terms shall be governed by the laws of the State of Georgia and applicable federal law, without respect to its conflict of laws principles. To the extent any dispute is not subject to arbitration, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Georgia.

Modifications: We reserve the right to modify or replace these Terms at any time. We will provide at least thirty (30) days' written notice (via email or platform notification) before any material changes take effect. Your continued use of the Service after such notice period constitutes your binding acceptance of the revised Terms. If you do not agree to the new terms, you must stop using the Service and cancel your account prior to the effective date.

Non-Solicitation: During the term of your use of the Service and for twelve (12) months thereafter, you agree not to directly or indirectly solicit for employment, hire, or engage as an independent contractor any employee, consultant, or engineering staff of SNFGuard.

Entire Agreement: These Terms, alongside the BAA and Privacy Policy, constitute the entire, complete, and exclusive agreement between us regarding our Service. You acknowledge that you have not relied on any representations, warranties, or marketing materials outside of what is expressly stated in these written agreements.

Contact Information

Formal legal notices must be sent to: legal@snfguard.com.