Terms of Service

1. This is a binding agreement

These Terms of Service (the "Terms") are a legal contract between you and Hawes Co., Inc., which owns and operates BedOpen ("BedOpen," "we," "us," or "our"). They govern your access to and use of the BedOpen websites, applications, text messages, referral network, and related services (together, the "Service").

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 21), A LIMITATION OF OUR LIABILITY (SECTION 18), AND YOUR PROMISE TO DEFEND AND REIMBURSE US (SECTION 19). Unless you opt out as Section 21 allows, disputes between you and BedOpen will be resolved by individual arbitration, not in court, and not as part of a class.

By checking the box, clicking "I agree," creating an account, or using the Service, you accept these Terms. If you do not agree, do not use the Service.

If you accept these Terms for a company, care home, agency, hospital, or other organization (a "Customer"), you promise that you have authority to bind it, and "you" means both you and that organization. Each person the Customer lets use the Service (an "Authorized User") must also accept these Terms, and the Customer is responsible for every Authorized User's acts and omissions as if they were its own.

2. What BedOpen is, and what it is not

BedOpen is business software for small residential care homes and the professionals who place residents. It helps with occupancy, referrals, admissions paperwork, scheduling, staff, supplies, payments tracking, compliance reminders, and communication.

BedOpen is a software tool only. Specifically, BedOpen:

• is not a healthcare provider, care home, home care agency, nurse, pharmacy, or licensed facility, and does not provide medical, nursing, or personal care to anyone;
• does not give medical, clinical, legal, tax, accounting, licensing, or regulatory advice, and nothing in the Service (including scores, matches, reminders, checklists, templates, or "survey-ready" tools) is such advice;
• is not a security, alarm, or monitoring service: nobody at BedOpen watches any camera, BedOpen does not receive or store video, and camera links open the camera maker's own app or website under that company's terms;
• is not a placement agency, referral agency, or employment agency, does not recommend or endorse any home, resident, caregiver, or professional, and does not take part in any placement, admission, discharge, hiring, or care decision;
• does not charge or accept any fee per referral, placement, or admission, and nothing paid to BedOpen is in exchange for any referral;
• does not verify, and makes no promise about, any home's license, inspection history, staffing, quality, capacity, or bed availability, or any user's identity, credentials, or authority, except as BedOpen expressly states for a specific check, and even then only as of the time of that check.

Every decision about care, placement, admission, discharge, hiring, scheduling, staffing, medication, diet, billing, and legal compliance is made solely by you and the people you serve, using your own professional judgment. You must independently confirm any information before relying on it.

3. Who may use the Service; accounts

You must be at least 18 and legally able to enter contracts. The Service is for business and professional use only, not for personal, family, or household use.

You must give accurate, current, and complete information and keep it updated. You are responsible for keeping your password and devices secure and for all activity under your account, whether or not you authorized it. Do not share accounts. Tell us immediately at legal@getbedopen.com if you suspect unauthorized access. We may rely on any instruction that comes through your account.

Hospital, hospice, and agency professionals who use the referral network ("Dispatchers") promise they are acting within the scope of their job and with their employer's permission. We may verify, decline, suspend, or remove any Dispatcher or account at any time, for any reason or no reason.

4. Health information and HIPAA

Until BedOpen and the Customer sign a separate written Business Associate Agreement (a "BAA"), you must not enter, upload, text, or store any "protected health information" (as defined under HIPAA, 45 C.F.R. Parts 160 and 164) or any other health, medical, or sensitive personal information about any real resident, patient, or family member in the Service. This includes names together with diagnoses, care needs, medications, payment status, or documents. Use made-up or properly de-identified information only.

Unless and until a BAA is signed, BedOpen is not your "business associate," does not create, receive, maintain, or transmit protected health information on your behalf, and has no obligations under HIPAA to you. If you enter such information anyway, you do so entirely at your own risk and in breach of these Terms, you are solely responsible for any resulting breach, notice, penalty, or claim, and we may delete it without notice.

The referral need board is designed to be anonymous. Dispatchers must not include names, dates of birth, record numbers, addresses, photos, or any other identifier in a need or note. Any later sharing of identified information between a Dispatcher and a home happens outside the Service, under their own legal obligations and consents.

Where a BAA is signed, the BAA controls over these Terms for protected health information, and these Terms control for everything else.

5. Your responsibilities and legal compliance

You are solely responsible for your operations and for complying with every law, regulation, license condition, and payer rule that applies to you, including without limitation: state licensing and resident-rights rules for adult family homes, assisted living, and similar settings (for example, Washington's chapter 388-76 WAC, Texas Health and Human Services rules, California Title 22, Florida's Chapter 429, Florida Statutes, and Agency for Health Care Administration rules, Colorado's 6 CCR 1011-1, Chapter 7, Oregon's OAR chapter 411, and Idaho's IDAPA 16.03); HIPAA and state privacy and breach-notice laws; Medicare and Medicaid program rules; the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law, state anti-kickback, fee-splitting, and patient-brokering laws; patient freedom-of-choice requirements in discharge planning (including 42 C.F.R. § 482.43); fair housing, anti-discrimination, and disability laws; labor, wage-and-hour, background-check, and employment laws; mandatory abuse and incident reporting; consumer protection, telemarketing, and texting laws; and tax laws.

You promise that: you have every license, certification, consent, authorization, and notice required to collect and use the information you put into the Service and to contact anyone you contact through it; everything you post (including bed availability, rates, photos, specialties, and capabilities) is truthful, current, and not misleading; you will not offer, pay, solicit, or receive anything of value in exchange for any referral made through or because of the Service; you will respect each patient's and family's free choice of provider; and you will not discriminate unlawfully against any person.

Reminders, clocks, checklists, scores, templates, sample menus, par lists, and sample documents in the Service are conveniences. They may be incomplete, out of date, or wrong for your situation, and they do not replace your own policies, your legal obligations, or professional advice. You remain fully responsible for every deadline, notice, report, filing, and record you are required to keep.

6. Texts, calls, and email

The Service can send texts and emails for you and to you (for example, referral alerts, shift call-outs, and family updates). You promise that every person you cause the Service to contact has given any consent required by law (including the Telephone Consumer Protection Act and state laws), that you will honor every opt-out, and that you will not use the Service to send marketing, spam, or unlawful messages.

By giving us your mobile number, you agree to receive operational texts from BedOpen at that number. Message and data rates may apply. Reply STOP to opt out and HELP for help. Message delivery depends on carriers and third parties and is not guaranteed; never rely on the Service for emergencies, time-critical clinical communication, or required legal notices. In an emergency, call 911.

7. Plans, fees, and payment

Paid plans are billed monthly in advance by invoice unless we agree otherwise in writing. Prices are per home per month as shown when you subscribe. Free trials end automatically on the stated date.

Fees are due on receipt of invoice. Late amounts may bear interest at 1.5% per month or the highest rate allowed by law, whichever is lower, plus our reasonable costs of collection, including attorneys' fees. We may suspend or limit the Service if any amount is more than 7 days past due. Fees do not include taxes; you pay all taxes except taxes on our income.

All fees are non-refundable, including for partial months, unused features, downgrades, and suspension or termination for breach, except where the law requires otherwise. We may change prices or plan contents on at least 30 days' notice; the change applies at your next billing period, and continuing to use the Service after that means you accept it.

Referral credits. If we offer free months or extended trials for referring new customers, they have no cash value, cannot be transferred or combined except as we state, are earned only when the referred company becomes a paying customer, and may be changed, ended, or withheld for abuse (including self-referral) at any time.

8. Your data

As between you and BedOpen, the Customer owns the information it puts into the Service ("Customer Data"). You give BedOpen a worldwide, royalty-free license to host, copy, process, transmit, display, and back up Customer Data as needed to provide, secure, support, and improve the Service, to comply with law, and as these Terms otherwise allow.

You promise that you have all rights needed to give us that license and that Customer Data and our use of it as allowed here will not violate any law or anyone's rights. You are responsible for the accuracy, quality, and legality of Customer Data and for keeping your own copies of anything you need.

We may create and use de-identified and aggregated data (data that does not identify you, any home, or any individual) for any lawful purpose, including benchmarks, analytics, research, and improving the Service, during and after the term. We own that data.

Information you choose to share with the referral network (for example, a home's profile, photos, rates, specialties, open beds, and response history) will be shown to Dispatchers and other users as the Service is designed to do.

After your account ends, you may ask within 30 days for an export of Customer Data that is still in the Service, in a standard format we choose. After that, we may delete it, except copies we must keep by law or that remain in routine backups until they cycle out.

9. Privacy and security

We use reasonable administrative, technical, and physical safeguards designed to protect the Service. No system is perfectly secure, and we do not promise that the Service or any data will be free of loss, corruption, interruption, or unauthorized access. You are responsible for securing your devices, networks, passwords, and the people you give access to.

We collect account information (such as names, emails, phone numbers, and work locations), usage information (such as log data, device and browser information, and IP addresses), and the content you enter. We use it to provide, secure, support, bill for, and improve the Service, to communicate with you, and to comply with law. We do not sell your personal information. We share it only with service providers who help us run the Service, as the Service is designed to share it (for example, with the referral network), as you direct, in a merger or sale of our business, or as the law requires or to protect rights and safety. Our Privacy Policy explains this in more detail.

10. Rules of use

You will not, and will not let anyone else:

• use the Service for anything unlawful, fraudulent, deceptive, harassing, or harmful, or to violate anyone's privacy or rights;
• enter protected health information without a signed BAA (Section 4), or post false or misleading bed availability, rates, credentials, or capabilities;
• offer or accept anything of value for referrals, steer patients, or interfere with a patient's free choice of provider;
• copy, scrape, harvest, or download data from the Service in bulk, or contact homes or Dispatchers found through the Service for purposes unrelated to placing a resident;
• access accounts, data, or areas you are not authorized to access, probe or test the Service's security, or get around any limit or control;
• reverse engineer, decompile, copy, frame, mirror, resell, sublicense, or build a competing product or service from the Service, or use it to benchmark for a competitor;
• upload viruses or harmful code, overload the Service, or use robots or automated tools against it except through interfaces we provide for that purpose; or
• remove or hide any notice of ownership, or use BedOpen's or Hawes Co.'s names, logos, or trademarks without our written permission.

We may investigate and act on any suspected violation, including by removing content, suspending or ending accounts, and cooperating with law enforcement and regulators.

11. Our property

The Service and everything in it, other than Customer Data, including software, designs, text, templates, scores, matching rules, workflows, and trademarks, is owned by Hawes Co., Inc. or its licensors and is protected by intellectual property laws. Subject to these Terms and payment of fees, we give you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service for your internal business purposes during your subscription. We reserve all rights not expressly granted.

If you give us ideas, suggestions, or feedback, we may use them for any purpose without restriction or payment to you, and they are not your confidential information.

12. Other companies' services

The Service may connect to or rely on services run by others (for example, hosting, text messaging, email, maps, video, Google Drive, and accounting software). Those services are governed by their own terms and privacy policies. We are not responsible for them, for their availability, or for any data they receive, and connecting them is your choice and your risk.

13. Confidentiality

Non-public information about the Service, its pricing, features, matching rules, and security, and about other users that you see through the Service, is our confidential information. You will use it only to use the Service, protect it with at least reasonable care, and not disclose it except to Authorized Users who need to know it and are bound to keep it confidential, or as the law requires (after giving us prompt notice where lawful).

14. Changes to the Service and to these Terms

The Service is changing and improving, and some features may be labeled beta, preview, sample, or demo. We may add, change, limit, or remove any feature at any time. Beta, preview, sample, and demo features are provided as is, may contain errors, and may be withdrawn without notice.

We may update these Terms. If a change is material, we will tell you through the Service or by email and may ask you to accept the new version before you continue. Changes apply going forward from their effective date. If you do not agree, stop using the Service; continuing to use it means you accept the updated Terms. Changes to Section 21 will not apply to a dispute we already know about.

15. Availability and support

We aim to keep the Service available but do not promise any level of uptime, response time, or support unless we sign a separate written service-level agreement. The Service may be unavailable for maintenance, upgrades, outages, or events outside our control. Keep your own backup procedures, paper records, and emergency plans; do not rely on the Service as your only record of anything you are required to keep.

16. Term, suspension, and termination

These Terms apply for as long as you use the Service. You may stop using the Service and ask us to close your account at any time; paid plans end at the close of the current billing period, with no refund.

We may suspend or limit the Service immediately, without liability, if we believe you have breached these Terms, failed to pay, created a security, legal, or reputational risk, or if a law, regulator, or third-party provider requires it. We may end these Terms or your account for any reason on 30 days' notice, or immediately for breach.

When these Terms end, your right to use the Service ends, you must pay all amounts owed, and Sections 2, 4, 5, 7 through 13, and 17 through 23 continue to apply, along with any other part that by its nature should survive.

17. Disclaimers

THE SERVICE, AND EVERYTHING PROVIDED THROUGH IT, IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE FULLEST EXTENT ALLOWED BY LAW, BEDOPEN AND HAWES CO., INC. DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE ABOVE, WE DO NOT PROMISE THAT: THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY MESSAGE, ALERT, OR REMINDER WILL BE DELIVERED OR RECEIVED; ANY INFORMATION (INCLUDING BED AVAILABILITY, MATCHES, SCORES, CREDENTIALS, OR CALCULATIONS) IS ACCURATE OR COMPLETE; YOU WILL RECEIVE ANY REFERRAL, PLACEMENT, RESIDENT, REVENUE, OCCUPANCY, OR SAVINGS; OR THAT USING THE SERVICE WILL MAKE YOU COMPLIANT WITH ANY LAW OR PASS ANY SURVEY, INSPECTION, OR AUDIT.

WE ARE NOT RESPONSIBLE FOR THE CONDUCT, CARE, SERVICES, STATEMENTS, LICENSES, OR QUALIFICATIONS OF ANY HOME, CAREGIVER, DISPATCHER, RESIDENT, FAMILY MEMBER, OR OTHER USER OR THIRD PARTY, ONLINE OR OFFLINE.

18. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL BEDOPEN, HAWES CO., INC., OR ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS (THE "BEDOPEN PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OCCUPANCY, REFERRALS, BUSINESS, GOODWILL, OR DATA, OR ANY COST OF SUBSTITUTE SERVICES, OR ANY PERSONAL INJURY, ILLNESS, DEATH, OR PROPERTY DAMAGE ARISING FROM ANY CARE, PLACEMENT, OR DECISION, HOWEVER CAUSED AND UNDER ANY THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF WE WERE TOLD THEY WERE POSSIBLE.

TO THE FULLEST EXTENT ALLOWED BY LAW, THE BEDOPEN PARTIES' TOTAL LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES THE CUSTOMER ACTUALLY PAID BEDOPEN FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limits are an essential part of the bargain between you and us and apply even if a remedy fails of its essential purpose. Some places do not allow certain exclusions or limits; in those places, they apply to the fullest extent allowed.

19. Your promise to defend and reimburse us

To the fullest extent allowed by law, you (and, if you act for a Customer, the Customer) will defend, indemnify, and hold harmless the BedOpen Parties from and against any and all claims, demands, investigations, lawsuits, regulatory actions, penalties, fines, judgments, settlements, losses, damages, costs, and expenses (including reasonable attorneys' and experts' fees) arising out of or relating to: (a) your or your Authorized Users' use or misuse of the Service; (b) Customer Data or any information you enter, post, or send, including any protected health information; (c) any care, service, placement, admission, discharge, employment, billing, or other decision or act by you, your staff, or anyone you serve; (d) your breach of these Terms or any law, regulation, license condition, or third-party right; (e) any message sent at your direction; or (f) any dispute between you and any resident, family member, employee, Dispatcher, home, payer, or regulator.

We may choose our own counsel and control the defense of any matter at your expense, and you will cooperate fully. You may not settle any matter that involves a BedOpen Party without our prior written consent.

20. Time limit to bring a claim

To the fullest extent allowed by law, any claim against a BedOpen Party arising out of or relating to the Service or these Terms must be started within one (1) year after the claim arises, or it is permanently barred.

21. Binding arbitration and class action waiver

Please read this section carefully. It affects your legal rights.

Informal resolution first. Before starting arbitration or a lawsuit, the party with the dispute must send the other a written notice describing it and the relief wanted (ours to the email on your account; yours to legal@getbedopen.com), and both parties will try in good faith to resolve it for at least 60 days.

Arbitration. Except as stated below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including whether this section is valid or applies, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The Federal Arbitration Act governs this section. The arbitration will take place in Washington State or by video, in English. The arbitrator may award only individual relief, and judgment on the award may be entered in any court with jurisdiction.

CLASS ACTION AND JURY WAIVER. YOU AND BEDOPEN EACH AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU AND BEDOPEN EACH WAIVE ANY RIGHT TO A JURY TRIAL. If the class waiver is found unenforceable for a claim, that claim (and only that claim) will be decided in court, not arbitration.

Exceptions. Either party may bring an individual claim in small claims court, and either party may go to court to stop infringement or misuse of intellectual property, confidential information, or the Service, or to collect unpaid fees.

30-day opt-out. You may opt out of this arbitration agreement by emailing legal@getbedopen.com within 30 days after you first accept these Terms, with your name, your organization, the email on your account, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.

22. Governing law and venue

These Terms are governed by the laws of the State of Washington and applicable federal law, without regard to conflict-of-law rules. For any matter not subject to arbitration, you and we consent to the exclusive jurisdiction of the state and federal courts located in Washington State, and waive any objection to venue there.

23. General terms

Entire agreement. These Terms, any order form or invoice, and any signed BAA or other written agreement with us are the entire agreement between you and BedOpen about the Service and replace all earlier understandings. If a signed written agreement with us conflicts with these Terms, the signed agreement controls for that conflict. Any terms in your purchase orders or other documents are rejected and have no effect.

Electronic acceptance and records. You agree that clicking, checking a box, or using the Service is your electronic signature with the same force as a handwritten one, and that we may keep electronic records of your acceptance, including the date, time, version, IP address, and device information.

Severability and waiver. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent allowed and the rest will remain in full effect. Our failure to enforce any part is not a waiver.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign them, including in a merger, acquisition, or sale of assets, without your consent.

Force majeure. We are not responsible for any delay or failure caused by events beyond our reasonable control, including outages of carriers, hosting, or internet providers, cyberattacks, natural disasters, pandemics, labor disputes, or government action.

Independent parties. You and BedOpen are independent contractors. Nothing here creates a partnership, joint venture, agency, employment, or fiduciary relationship, and there are no third-party beneficiaries except the BedOpen Parties under Sections 18 and 19.

Notices. We may give you notice through the Service or by email to the address on your account. You must send legal notices to legal@getbedopen.com. Notices are effective when sent.

Export and government use. You will comply with U.S. export and sanctions laws. If you are a government entity, the Service is commercial computer software provided with only the rights in these Terms.

Headings and language. Headings are for convenience only. "Including" means "including without limitation."

24. Contact

Hawes Co., Inc. · BedOpen · legal@getbedopen.com