Terms of Service & Acceptable Use Policy

Section 1 — Agreement to Terms

These Terms of Service ("Terms") form a binding agreement between Marthen-Huddle ("we," "us," or "our") and the organization that subscribes to the Service ("Customer," "you"). By accessing or using Marthen-Huddle (the "Service"), you agree to these Terms. If you do not agree, you may not use the Service.

The individual who creates an organization, accepts an invitation as an owner or administrator, or executes an order for the Service represents that they are authorized to bind the Customer to these Terms. These Terms apply to every person who accesses the Service under the Customer's account, including organization owners, regional leaders, community administrators, department directors, and front-desk and support staff ("Authorized Users").

If a separate written agreement, order form, or Business Associate Agreement is executed between you and Marthen-Huddle, that agreement controls to the extent it conflicts with these Terms.

Section 2 — Definitions

• •"Customer Data" means all data entered into, uploaded to, or generated within the Service under the Customer's organization, including huddle records, department check-ins, issues, grievances, notes, recognition, appointments, movements, staff absences, and exported reports.
• •"Authorized User" means an individual the Customer invites and permits to access the Service.
• •"Organization" and "Community" mean, respectively, the Customer's tenant account and an individual facility or campus within it.
• •"PHI" means Protected Health Information as defined at 45 C.F.R. § 160.103.
• •"Limited Resident Information" means the narrow set of resident-identifying operational fields expressly permitted by Section 7 — and nothing more.

Section 3 — Description of the Service

We may improve, modify, or discontinue features of the Service. We will not materially degrade the core huddle, department check-in, or issue-tracking functionality during a paid term without notice.

Marthen-Huddle is a cloud-based operational coordination platform for skilled nursing, assisted living, memory care, independent living, and continuing-care organizations. It supports morning huddle facilitation and scribing, department check-ins and attestations, issue and grievance follow-up, census and staffing visibility, front-desk appointment and movement boards, staff recognition, internal messaging, and operational reporting.

The Service is an operational and administrative tool only. It is NOT an Electronic Health Record (EHR/EMR), a clinical documentation system, a medication or treatment record, a clinical decision-support tool, a billing or claims system, a survey-readiness certification, or a substitute for legal, regulatory, or clinical judgment.

The Customer's EHR and official compliance systems remain the sole systems of record for clinical documentation, grievance files, and regulatory reporting. Nothing recorded in Marthen-Huddle satisfies a documentation obligation on its own.

Section 4 — Accounts, Roles, and Tenancy

• •4.1 Customer Data is segregated by Organization and, within it, by Community. Access is enforced by role and community assignment.
• •4.2 The Customer's owners and administrators control who is invited, what role each person holds, and which communities each person may access. The Customer is responsible for keeping those roles and assignments accurate, and for promptly removing access when a person changes role or leaves.
• •4.3 Accounts are individual. Credentials may not be shared, and shared or generic logins (including shared front-desk or nursing-station accounts) are prohibited, because they defeat the attribution and audit records the Service produces.
• •4.4 You are responsible for all activity occurring under your Authorized Users' accounts and must notify us promptly at info@marthenhuddle.com of any suspected unauthorized access.
• •4.5 Invitations are issued to a named work email address. You must not invite individuals outside your organization or its contracted workforce.
• •4.6 The Service records administrative and access events (invitations, role changes, logins, and record changes) in an audit log for the Customer's own oversight. You agree not to disable, alter, or misrepresent these records.

Section 5 — Subscription, Billing, and Cancellation

• •5.1 The Service is sold on a subscription basis, priced per organization and community as set out in the applicable order or on our website.
• •5.2 Fees are billed in advance on a monthly or annual cycle and are due on the invoice date.
• •5.3 Except where required by law or expressly stated in an order form, fees are non-refundable, including for partial periods and unused access.
• •5.4 You may cancel at any time; cancellation takes effect at the end of the then-current billing period, and access continues until that date.
• •5.5 We may change pricing with at least thirty (30) days' notice to current subscribers, effective at the start of the next billing period.
• •5.6 Accounts more than thirty (30) days past due may be suspended after written notice. Suspension does not delete Customer Data, which remains subject to Section 13.
• •5.7 Fees are exclusive of taxes, which are the Customer's responsibility except for taxes on our net income.

Section 6 — Acceptable Use

You agree to use the Service only for lawful operational purposes consistent with its intended function as a coordination and follow-up tool.

Section 7 — Data Standard: Minimum Necessary and Limited Resident Information

This section is a material term of these Terms. It governs what may be entered into the platform, and it reflects how the Service is actually designed to be used.

Marthen-Huddle follows a minimum-necessary standard. Certain operational features cannot function without identifying a resident by name — a scheduled appointment, an admission or discharge on the movement board, or a grievance that must be followed through to sign-off. Those specific fields are permitted. Clinical information is not, anywhere in the platform.

PERMITTED — Limited Resident Information, in the operational fields designed for it:

• •Resident first name and last initial (or the Customer's internal non-clinical identifier) in appointment, movement, and grievance records — full legal names should be avoided wherever your workflow allows
• •Appointment date, time, appointment category, provider or clinic name, and transport or escort logistics
• •Admission, discharge, or transfer date and the operational reason category (for example: hospital transfer, planned discharge)
• •Complainant name and relationship to the resident where required to document and close a grievance, together with how it was addressed, who was contacted, and the resolution
• •Aggregate operational figures — census, admissions and discharges by count, staffing status, PPD, call-offs, and flag counts

PROHIBITED — never enter the following into any field, including free-text notes:

• •Diagnoses, clinical conditions, symptoms, assessments, or care-plan detail
• •Medications, dosages, orders, or treatment plans
• •Social Security numbers, insurance or health plan numbers, medical record numbers, or other government identifiers
• •Dates of birth, home addresses, or full financial account details
• •Photographs, biometric identifiers, or voice or video recordings of residents
• •Behavioral health, substance use, HIV/AIDS, genetic, or reproductive health information, which carry heightened protection under federal and state law
• •Any narrative that ties a named resident to their medical condition, treatment, or payment for care

A Business Associate Agreement is available on request for Customers whose compliance program requires one before Limited Resident Information is entered. Absent an executed BAA, you agree to keep entries within the permitted list above. Entering prohibited data is a material breach of these Terms, and we may suspend access to stop ongoing exposure. Marthen-Huddle is not responsible for prohibited data that Authorized Users enter in violation of this section.

Section 8 — Customer Responsibilities and Compliance

Because the Customer controls what its staff type into the Service, the Customer is responsible for:

• •Training every Authorized User on the Section 7 data standard before granting access, and retraining after any incident
• •Reviewing entries periodically for compliance and correcting or removing entries that exceed the permitted scope
• •Keeping clinical documentation in the EHR and official grievance and QAPI files in the Customer's designated compliance systems
• •Controlling downstream distribution of PDF and spreadsheet exports generated from the Service, which leave our security controls once downloaded
• •Determining whether its own regulatory obligations require a Business Associate Agreement, and requesting one before entering Limited Resident Information if so
• •Complying with all laws applicable to the Customer, including HIPAA, state privacy statutes, employment law, and long-term-care regulations

Section 9 — Third-Party Integrations

You are responsible for confirming that any information you route into or out of a connected third-party product is permitted both by these Terms and by that product's own terms — including where Limited Resident Information would appear in a calendar entry visible outside your organization.

The Service can connect to third-party products at your direction — including Google Calendar and Microsoft Outlook calendars, and email delivery for notifications and reports. Connecting an integration is optional and initiated by you or by an individual Authorized User for their own account.

Third-party products are governed by their own terms and privacy policies, not these Terms. We are not responsible for their availability, accuracy, security practices, or changes to their APIs. Where an integration is authorized per-user, that user may disconnect it at any time, and we retain only what is needed to display the connected information within the Service.

Section 10 — AI-Assisted Features

We do not use Customer Data to train publicly available or third-party foundation models for the benefit of other customers.

Parts of the Service use automated and AI-assisted processing to summarize huddle activity, surface patterns in flags and issues, and draft operational insights.

These outputs are informational suggestions produced from your own operational data. They are not clinical guidance, not a compliance determination, and not a substitute for professional judgment. A qualified person must review any output before it is acted on, and no AI output in the Service makes a decision about a resident, an employee's status, or a regulatory obligation.

Section 11 — Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential — including Customer Data on your side and the non-public features, pricing, and security details of the Service on ours. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and subcontractors with a need to know who are bound by comparable obligations.

These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party, and do not prevent a disclosure required by law where the other party is given reasonable advance notice when legally permitted.

Section 12 — Intellectual Property and Feedback

• •12.1 The Service, including its software, design, workflows, templates, trademarks, and documentation, is and remains the exclusive property of Marthen-Huddle and its licensors. These Terms grant a limited, non-exclusive, non-transferable right to access and use the Service during your subscription.
• •12.2 You retain all ownership of Customer Data. You grant us a limited license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service for you, and to produce the reports and exports you request.
• •12.3 We may use aggregated, de-identified statistics about platform usage that do not identify you, any Authorized User, any resident, or any community, to operate and improve the Service.
• •12.4 If you send us suggestions or feedback, you grant us a perpetual, royalty-free right to use it to improve the Service, with no obligation to you.
• •12.5 You may not copy, frame, reproduce, distribute, or create derivative works from the Service without our prior written consent.

Section 13 — Data Ownership, Export, and Deletion

Historical huddle records are designed to be durable: corrections are recorded as new entries that supersede earlier ones rather than overwriting them, so that the record of what was said on a given day remains intact. You should not rely on the Service to erase an operational history that your own retention obligations require you to keep.

Customer Data belongs to the Customer. Throughout your subscription you may export your operational records from the Service, including huddle reports, department check-ins, and issue histories.

On termination or expiration, your access ends immediately and you should complete any exports before that date. On written request within thirty (30) days of termination we will provide a one-time export of your Customer Data. Absent a request, Customer Data is deleted or anonymized within ninety (90) days of account closure, except where a longer period is required by law or needed to resolve a dispute. Routine backups age out on their own retention cycle.

Section 14 — Availability and Support

Plan for outages. Do not use the Service as the only means of carrying out any time-critical clinical, safety, or life-safety task.

We aim to keep the Service available continuously and provide support by email during business hours. Because the Service is used to run a morning meeting on a fixed schedule, we schedule planned maintenance outside typical early-morning huddle windows where practicable and give advance notice of significant planned downtime.

Unless a written service level agreement is executed with you, the Service is provided without an uptime commitment, and downtime, degradation, or interruption does not entitle you to a refund or credit.

Section 15 — Disclaimers

You are solely responsible for determining whether your use of the Service complies with the laws and regulations that apply to your organization.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• •The Service will be uninterrupted, timely, error-free, or completely secure
• •Customer Data will be free from loss, corruption, or unauthorized access despite our safeguards
• •The Service, its templates, or its outputs satisfy any accreditation, survey, licensure, or regulatory requirement applicable to you
• •AI-assisted insights, reports, or readiness indicators are accurate, complete, or suitable for any decision

Section 16 — Limitation of Liability

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO MARTHEN-HUDDLE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, TO YOUR INDEMNITY OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

WITHOUT LIMITING THE FOREGOING, WE ARE NOT LIABLE FOR:

• •Regulatory penalties or third-party claims arising from data entered in violation of Section 7
• •Decisions made, or not made, in reliance on reports, dashboards, readiness indicators, or AI-assisted insights
• •Unauthorized access resulting from your Authorized Users' credentials, role assignments, or downloaded exports
• •Acts, omissions, outages, or changes of a third-party integration you chose to connect

Section 17 — Indemnification

You agree to indemnify, defend, and hold harmless Marthen-Huddle and its officers, directors, employees, and agents from any third-party claims, liabilities, damages, losses, penalties, or expenses (including reasonable legal fees) arising out of:

• •Your or your Authorized Users' use of the Service
• •Your breach of these Terms, including the data standard in Section 7
• •Prohibited data entered into the platform under your account
• •Your violation of any law or regulation, or of the rights of any resident, employee, or third party

We will indemnify you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes a United States intellectual property right, provided you notify us promptly and allow us to control the defense.

Section 18 — Suspension and Termination

We may suspend or terminate access, with notice where practicable, if you materially breach these Terms — including entering prohibited data, attempting to reach another organization's data, or non-payment after notice. Where a suspension is needed immediately to stop ongoing unlawful exposure or a security threat, we may act first and notify you promptly afterwards.

You may terminate at any time under Section 5.4. On termination, your right to access the Service ceases and Section 13 governs export and deletion. Sections that by their nature should survive — including confidentiality, intellectual property, disclaimers, liability limits, indemnification, and governing law — survive termination.

Section 19 — Governing Law and Disputes

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-law rules. The parties will attempt in good faith to resolve any dispute through discussion for thirty (30) days before commencing proceedings.

Any unresolved dispute shall be brought exclusively in the state or federal courts located in Douglas County, Colorado, and each party consents to that jurisdiction and venue. Each party waives any right to participate in a class or representative action. Either party may seek injunctive relief in any competent court to protect its confidential information or intellectual property.

Section 20 — General

• •20.1 Independent parties. Nothing here creates a partnership, joint venture, employment, or agency relationship.
• •20.2 Assignment. You may not assign these Terms without our written consent, except to a successor of your business that assumes them in full. We may assign in connection with a merger, acquisition, or sale of assets.
• •20.3 Subcontractors. We may use subprocessors to provide the Service, and remain responsible for their performance. Current categories are described in our Privacy Policy.
• •20.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• •20.5 Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
• •20.6 Notices. We may give notice by email to your account owners or by in-app notification; you may give notice to info@marthenhuddle.com.
• •20.7 Entire agreement. These Terms, together with the Privacy Policy and any executed order form or Business Associate Agreement, are the entire agreement between the parties on this subject.

Section 21 — Changes to These Terms

We may update these Terms. We will notify active subscribers of material changes by email or in-app notification at least fourteen (14) days before they take effect, and will update the "Last Updated" date above. Continued use after the effective date constitutes acceptance. If you do not accept a material change, you may cancel under Section 5.4 before it takes effect.

Section 22 — Contact

For questions about these Terms, a Business Associate Agreement, or a security or compliance review, contact: