CareAcademy.co, Inc.
Customer Terms of Service
Last Updated: 14 May 2025
BY CLICKING “I AGREE” OR ACCESSING OR USING THE CAREACADEMY.CO, INC. (“CareAcademy” “we” “us” “our”) WEBSITE, TOOL(S), PLATFORM, OR RELATED MATERIALS AND SERVICES (COLLECTIVELY, THE “SERVICES”) YOU AGREE TO THESE TERMS OF SERVICE (“TOS”). THESE TOS ALONG WITH ANY ORDER FORM (DEFINED BELOW) FORM A LEGALLY BINDING AGREEMENT (COLLECTIVELY, THE “AGREEMENT”). “YOU”, “YOUR”, OR “CUSTOMER” MEANS THE ENTITY IDENTIFIED AS OUR CUSTOMER ON THE ORDER FORM AND THE APPLICABLE INDIVIDUAL ASSOCIATED WITH SUCH CUSTOMER REPRESENTS AND WARRANTS HE/SHE HAS AUTHORITY TO BIND SUCH CUSTOMER. You may not access or use the Services or accept these TOS, if (a) You do not have authority to form a binding agreement with CareAcademy; or (b) You are prohibited from receiving or using the Services.
CareAcademy may modify these TOS from time to time at its sole discretion. In the event CareAcademy makes any substantial changes, CareAcademy will inform You by sending an email to the last email address You provided to Us and/or by posting notice of the change on the Services. Any changes to these TOS will be effective upon the earlier of 30 calendar days following our dispatch of an email notice to You or 30 calendar days following our posting of notice of the change(s) on the Services. These changes will be effective immediately for new users of the Services. CareAcademy may require You to provide consent to the updated TOS in a specified manner before further use of the Services is permitted. Otherwise, Your continued use of the Services constitutes Your acceptance of the changes. Please regularly check these TOS.
IF YOU DO NOT AGREE TO THESE TOS, PLEASE DO NOT ACCESS OR USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TOS ARE LEGALLY BINDING UPON IT. PLEASE READ IT CAREFULLY.
1.1. “Order Form” means the ordering documents for Customer’s purchases from CareAcademy that are executed hereunder by the parties from time to time. Order Forms shall be deemed incorporated herein.
1.2. “User(s)” means individuals who are authorized by a Customer to use the Services, for whom subscriptions to the Services have been purchased, and who have been supplied user identifications and passwords or related access codes by Customer (or by CareAcademy at Customer’s request). Users may include but are not limited to employees, consultants, contractors and agents of Customer or its Affiliates. In the event that Customer is only purchasing one subscription the term User and Customer are analogous.
2.1. Provision of Services. Subject to the other provisions of the Agreement, CareAcademy shall make available the Services to Customer and its Users pursuant to the Agreement for the duration of a specific subscription term referenced in the Order Form. Customer agrees that, except as set forth in the Order Form, its purchase of subscriptions is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by CareAcademy with respect to future functionality or features.
2.2. CareAcademy Responsibilities. CareAcademy shall:
(i) maintain the security and integrity of the Services;
(ii) provide basic support to the Customer and its Users, at no additional charge;
(iii) make available certain training records, including those related to Your Users and other individuals (e.g. future and/or former employees), pursuant to Section 2.6 below; and
(iv) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which CareAcademy shall give reasonable notice via the Services and which CareAcademy shall schedule to the extent reasonably practicable during non-peak hours); or (b) any unavailability caused by circumstances beyond CareAcademy’s reasonable control.
2.3 Customer Responsibilities. Customer is responsible for all activities that occur in User accounts and for its Users’ compliance with the Agreement. Customer shall:
(i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information provided by Customer or any User authorized by such Customer;
(ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services;
(iii) provide Feedback (defined below) on the system and Feedback from its Users as reasonably requested by CareAcademy from time to time;
(iv) comply with all applicable local, state, federal and foreign laws in using the Services;
(v) ensure that the information submitted to us is complete and accurate and that Customer has the right to provide such information to CareAcademy;
(vi) obtain and maintain appropriate equipment and ancillary software, resources, and services needed to connect to, access or otherwise use the Services, including, without limitation, computers, computer operating system(s), and web browser(s);
(vii) maintain copies and back-up any data or content You or any Users input or upload into the Services or that are otherwise important to You and/or Your business; and
(viii) obtain all necessary consents and permissions from its Users to grant CareAcademy the rights to make available User training records pursuant to Section 2.6 below.
2.4. Use Guidelines. Customer shall use the Services solely for its internal business purposes and shall not:
(i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise make available the Services on a time share basis;
(ii) commercially exploit or make the Services available to any third party, other than to Users;
(iii) use or access the Services (including any component of the Services) in any way that interferes with or disrupts the integrity or performance of the Services or the data contained therein;
(iv) attempt to gain unauthorized access to the Services or its related systems or networks, including any data stored or processed therein;
(v) decompile, disassemble, or reverse engineer the Services, in whole or part; or
(vi) use or reference the Services to develop or offer a competing service or product.
2.5. Reliance on Advice and Information. To the extent CareAcademy provides information or resources through the Services regarding laws, rules, and regulations (including training requirements or licensure), Customer agrees that CareAcademy has no liability for any damage or loss arising from the use of such information. Customer assumes all risk from accessing and relying on such information.
2.6. Training Record Portability. The Services include a training record portability feature in which, subject to the rights granted to CareAcademy, CareAcademy may make available to You the training records for Your Users and other individuals using the Services, provided such other individuals have not opted out of the training record portability feature. You hereby grant to Care Academy the right to make available Your User training records to other users of the Services. In the event you do not wish to use the training record portability feature, you may opt out by contacting the CareAcademy support team at: [email protected]. Upon such opt-out request, Care Academy will promptly limit access to Your User training records to You only.
3.1. Fees. Customer shall pay all fees specified in the applicable Order Form. Except as otherwise provided, all fees are quoted and payable in United States dollars. Except as otherwise specified herein or in an Order Form, fees are based on services purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the number of subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form.
3.2. Invoicing & Payment. Fees for the Services will be invoiced monthly and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, charges are due after 30 days each month. Customer is responsible for maintaining complete and accurate billing and contact information on the Services.
3.3. User Fees. Customer will be billed a one-time onboarding fee per User and a recurring monthly fee per User at the respective rates and duration set forth in the Order Form. Any additional Users will be billed at the rates set forth in the Order Form. CareAcademy may, no more often than once every 12 months, increase the fees due pursuant to any Order Form by providing notice to Customer. Any increase will be effective 30 days following such notice, unless Customer provides notice to CareAcademy of its desire to terminate the Agreement and all associated Order Forms in connection with such increase. CareAcademy shall make the Services available to Customer and its Users upon receipt of payment.
3.4. Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at CareAcademy’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
3.5. Suspension of Services. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, CareAcademy reserves the right to suspend the Services provided to Customer, without liability to Customer, until such amounts are paid in full.
3.6. Taxes. Unless otherwise stated, CareAcademy’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on CareAcademy’s net income or property. If CareAcademy has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides CareAcademy with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.1. Reservation of Rights. Subject to the limited rights expressly granted to You to access and use the Services hereunder, CareAcademy and its licensors owns and reserves all rights, title and interest in and to the Services, including all improvements or derivatives thereof. No rights are granted to Customer hereunder other than as expressly set forth herein.
4.2. Customer Data. Except for the rights You grant to CareAcademy regarding the User training records in Section 2.6 above, You own any data, information or material (including any User training records) (“Customer Data”) that You (or Your Users) submit in the course of using the Services.
4.3. Feedback. You hereby agree to assign and hereby assign to CareAcademy any right, title and interest in and to any feedback, suggestions, ideas, enhancement requests, or other similar input (“Feedback”) provided by or on behalf of You or Your Users relating to the Services.
5.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of the Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
5.2. Use Restrictions. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission.
5.3. Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
5.4. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
5.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
6.1. Warranties. Each party represents and warrants that it has the legal power to enter into the Agreement. CareAcademy represents and warrants that (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Services will not be materially decreased during a subscription term; (iii) the Services will not contain or transmit to Customer any malicious or harmful code; (iv) it owns or otherwise has sufficient rights in the Services to grant to Customer the rights to use the Services granted herein; and (v) the Services does not infringe any intellectual property rights of any third party.
6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CAREACADEMY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.1. Indemnification by CareAcademy. CareAcademy shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the use of the Services as contemplated hereunder directly infringes the intellectual property rights of a third party; provided, that (a) such infringement is not caused by Customer Data; (b) Customer promptly gives written notice of the Claim to CareAcademy; (c) Customer gives CareAcademy sole control of the defense and settlement of the Claim (provided that CareAcademy may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (d) Customer provides to CareAcademy, at CareAcademy’s cost, all reasonable assistance.
7.2. Indemnification by Customer. Customer shall defend, indemnify and hold CareAcademy harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against CareAcademy by a third party alleging that Customer Data infringes the intellectual property rights of a third party; provided, that CareAcademy (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases CareAcademy of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance.
8.1. Limitation of Liability. EXCLUDING EACH PARTY’S INDEMNIFICATION OBLIGATIONS IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
8.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.1. Term of Agreement. The Agreement commences on the effective date, as specified in the Order Form, and continues for the subscription term specified therein. Notwithstanding the foregoing, in the event the Order Form does not specify an effective date, the Agreement commences on Customer’s first use of and/or access to the Services and continues for the subscription term specified in the applicable Order Form. User subscriptions shall automatically renew for an additional period equal to the shorter of (a) 12 months or (b) the subscription term set forth in the Order Form, in either case at the list price in effect at the time of renewal, unless either party gives the other written notice of non-renewal at least 30 days prior to the end of the relevant subscription term.
9.2. Termination for Cause. A party may terminate the Agreement for cause: (i) if, after 30 days written notice of a material breach to the breaching party, such breach remains uncured; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer, CareAcademy shall refund Customer any prepaid fees covering the remainder of the subscription term after the date of termination.
9.3. Effect of Termination. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to CareAcademy prior to the effective date of termination. Upon termination, Customer will cease using and/or accessing (and shall cause its Users to cease using and/or accessing) the Services. Notwithstanding anything to the contrary, CareAcademy’s right to make available User training records to other user of Services shall not terminate upon termination of the Agreement.
9.4. Surviving Provisions. Any and all provisions in the Agreement which would reasonably be expected to be performed after termination or expiration of the Agreement shall survive and be enforceable after such termination or expiration, including without limitation Sections 2.6, 3, 4, 5, 6, 7, 8, 9.3 10.3, 10.5, 10.8, and 10.9.
10.1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Customer grants permission to CareAcademy to contact Customer’s employees at any time for any reason.
10.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.3. Notices. All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery to the address provided on the Order Form; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to CareAcademy shall be addressed to 55 Court Street, Boston, MA 02203, with attention to its President. Notices to Customer shall be addressed to the address provided on the applicable Order Form, with attention to Customer’s signatory of the Agreement unless otherwise agreed in writing.
10.4. Publicity. Customer grants CareAcademy the right to use Customer’s name, logo, branding, and trademarks in marketing materials of CareAcademy’s choice.
10.5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.6. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
10.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all Order Forms), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.8. Governing Law. The Agreement shall be governed exclusively by the internal laws of the Commonwealth of Massachusetts without regard to its conflicts of laws rules.
10.9. Venue; Waiver of Jury Trial. The state and federal courts located in Suffolk County, Massachusetts shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.
10.10. Entire Agreement. These TOS, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of these TOS and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail only for those conflicting terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void.
10.11. Counterparts. The Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement. Execution by scanned document or other electronic signature has the same effect as an original.
