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Customer Agreement

Effective date: [Effective date]

This Customer Agreement (the "Agreement") is between [Company legal name] ("we," "us," or "our") and the organization that subscribes to IntakeAlly ("Customer" or "you"). It governs your organization's subscription to and use of the Service. The person who accepts this Agreement on your behalf confirms that they have authority to bind your organization.

You accept this Agreement when an administrator clicks to accept it in the Service, signs an Order Form that refers to it, or starts using a paid plan.

1. Definitions

"Service" means the IntakeAlly website and application, including its features, templates, and AI features, and any updates we provide.
"Customer Data" means all information that you or your Users upload, enter, or create in the Service, including Client Information and the documents the Service generates for you.
"Client Information" has the meaning given in the Business Associate Agreement. It includes protected health information, medical information, and regional center client records about the people you serve.
"BAA" means the Business Associate Agreement between you and us, available at /legal/baa.
"User" means anyone you authorize to use the Service under your account, including administrators, employees, independent coordinators, and outside accountants.
"Team Member" means a User who occupies a seat under your plan. Outside accountant logins do not count as Team Members.
"Assessment" means one client assessment case created in the Service during a calendar month.
"Order Form" means an order, quote, or plan selection page that you accept and that refers to this Agreement.
"Plan" means the subscription tier you choose.
"Documentation" means our user guides and help pages for the Service.

2. Subscription and plans

2.1 Access. Subject to this Agreement, we give you a non-exclusive, non-transferable right during your subscription term to let your Users access and use the Service for your internal business purposes.

2.2 Free trial. New organizations may use the Service free for 30 days. During the trial, use only sample or made-up information unless an administrator has first accepted the BAA. At the end of the trial, your workspace becomes read-only until you choose a Plan. You will still be able to view and export your data during the read-only period. We will not charge you for the trial, and a trial does not automatically convert into a paid subscription.

2.3 Plans. We currently offer these Plans:

Starter: up to 5 Team Members and up to 25 Assessments per month.
Professional: up to 25 Team Members and up to 200 Assessments per month.
Enterprise: unlimited Team Members and Assessments, single sign-on (SSO), custom forms, and annual invoicing.

Outside accountant logins do not use a Team Member seat on any Plan. Plan features and limits are described on our plan page or in your Order Form. If you reach a limit, we will tell you in the Service and you may upgrade. We will not delete data because you reach a limit.

2.4 Users. You are responsible for your Users and for their compliance with this Agreement, our Terms of Service, and the Confidentiality and Acceptable Use Agreement. Each User must have their own account.

2.5 Changes to the Service. We may improve and change the Service. We will not make a change during your current subscription term that materially reduces the core features or security of your Plan without your consent.

3. Fees, payment, and taxes

3.1 Fees. Fees are as stated on your Order Form or our plan page at the time you subscribe. [Note: no prices have been set; the Order Form or plan page will state them.]

3.2 Payment. For monthly and annual Plans paid online, you authorize us or our payment processor to charge your payment method at the start of each billing period. For Enterprise Plans invoiced annually, invoices are due within 30 days of the invoice date unless the Order Form says otherwise. [Counsel: confirm payment terms and late fees, if any.]

3.3 Taxes. Fees do not include taxes. You are responsible for any sales, use, or similar taxes on your subscription, other than taxes on our income.

3.4 Disputes. If you believe a charge is wrong, tell us at support@example.com within 60 days. We will work with you in good faith to resolve it.

3.5 Price changes. We may change fees for future terms. We will notify you of a price increase in advance, within the time California law requires (currently not less than 7 and not more than 30 days before the change takes effect), together with the new price and how to cancel. An increase takes effect only at your next renewal. [Counsel: confirm current §17602 notice window.]

4. Renewal and cancellation

This section is written to comply with California's Automatic Renewal Law (Business and Professions Code §17600 et seq.) and applies when online billing begins.

4.1 Automatic renewal. Unless you cancel, your paid subscription renews automatically at the end of each billing period (monthly or annually, as you chose) for the same length of time, and we will charge your payment method the then-current fee for your Plan. Before you subscribe, we will clearly show you, close to where you confirm the purchase: that the subscription renews automatically until you cancel, the length of each renewal term, the amount you will be charged (and that it may change with notice), how to cancel, and the minimum purchase term, if any. We will ask for your affirmative consent to these renewal terms before we charge you.

4.2 Confirmation. After you subscribe, we will send you an acknowledgment by email that includes the renewal terms, the cancellation policy, and how to cancel.

4.3 Renewal reminders. For annual subscriptions, we will send you a reminder 15 to 45 days before each renewal date stating the renewal date, the amount, and how to cancel. For all automatically renewing subscriptions, we will also send you at least once a year a reminder describing your subscription, what you are paying, and how to cancel. If we ever offer a free trial or promotional price that converts into a paid subscription, we will give you the notice the law requires before the regular price begins. [Counsel: confirm reminder timing under current §17602.]

4.4 Online cancellation. You can cancel online at any time, in the billing settings of the Service, without calling or emailing us. You can also cancel by emailing support@example.com. If we show you an offer or a reason to stay when you cancel, we will also show a clear way to finish cancelling right away. Cancellation takes effect at the end of your current billing period, and you will not be charged again. Your workspace then becomes read-only, and the data export and deletion terms in Section 9 apply.

4.5 Material changes. If we make a material change to the renewal terms, we will notify you clearly before the change takes effect and tell you how to cancel.

4.6 Refunds. Except where the law requires otherwise or this Agreement says so, fees already paid are not refundable. If we end this Agreement for convenience or because of our material breach, we will refund any prepaid fees for the unused part of your term. [Counsel: confirm refund policy.]

4.7 Invoiced Enterprise plans. For Enterprise subscriptions on annual invoices, renewal and notice terms are stated in the Order Form. If the Order Form does not say, the subscription renews for one year unless either party gives notice of non-renewal at least 30 days before the end of the term.

5. Customer Data

5.1 Ownership. As between you and us, you own Customer Data. We do not acquire any rights in Customer Data except the limited rights in this section.

5.2 License to process. You grant us a limited, non-exclusive license to host, copy, transmit, process, and display Customer Data only as needed to provide, secure, and support the Service for you, to prevent or address technical or security problems, and as required by law, all in line with this Agreement, the BAA, and your instructions.

5.3 No other use. We do not sell Customer Data, use it for advertising, or use Customer Data to train AI models. We do not de-identify or aggregate Client Information except as the BAA allows.

5.4 Usage information. We may collect information about how the Service is used (for example, feature usage counts and performance data) that does not include Client Information. We may use it to operate and improve the Service.

6. Your responsibilities

You agree that you will:

provide accurate data and keep information about your organization and Users current;
have appropriate authority to upload and share Client Information in the Service, including any consents, authorizations, or contracts (for example, with a regional center) needed for us to process it on your behalf;
review every draft. Make sure a qualified professional reviews, corrects, and approves every AI-drafted or generated document before it is used, signed, or submitted. You are responsible for the content of finalized documents;
manage workforce access, including granting each User only the access they need, removing access promptly when someone leaves or no longer needs it, requiring two-step sign-in where appropriate, and making sure each User accepts the Confidentiality and Acceptable Use Agreement;
classify workers correctly. You are solely responsible for how you engage, supervise, pay, and classify employees and independent coordinators, including under California's Assembly Bill 5 and the ABC test (Labor Code §2775 et seq.). We are not the employer of any User;
accept the BAA before uploading real Client Information. No User may upload or enter real Client Information until an administrator has accepted the BAA in the Service; and
comply with law, including HIPAA, the California Confidentiality of Medical Information Act, Welfare and Institutions Code §4514, and employment and tax laws, in your use of the Service.

7. Our security obligations

We will maintain administrative, technical, and physical safeguards designed to protect Customer Data, consistent with the HIPAA Security Rule and the BAA. These include:

tenant isolation: every record belongs to one organization, and access checks run on every request;
role-based access: for example, coordinators see only assigned cases and outside accountants see case numbers rather than client names;
strong sign-in: passwords of at least 12 characters stored as bcrypt hashes, optional two-step sign-in with an authenticator app (which you can require), and account lockout after repeated failed sign-ins;
session limits: sessions end after 8 hours, with automatic sign-out after 30 minutes of inactivity;
activity logs, including who viewed each case, available to your administrators;
encryption in transit (HTTPS) and, at launch, at rest using keys managed in AWS Key Management Service; bank connection tokens are encrypted with AES-256-GCM;
data minimization: we do not collect Social Security numbers or bank account details;
U.S.-only hosting and processing of Client Information;
backups (at launch);
workforce controls, including training and confidentiality agreements for our personnel with access to Customer Data; and
incident response, including notice to you as required by the BAA.

More detail is on our Security page. We are setting up our hosting on Amazon Web Services, and some infrastructure safeguards take effect at launch.

8. Business Associate Agreement

The BAA is incorporated into this Agreement by reference. It applies to all Client Information. If this Agreement conflicts with the BAA about Client Information, the BAA controls.

9. Data export and deletion

9.1 Export during the subscription. You may export your Customer Data at any time during your subscription using the export features in the Service.

9.2 Export after termination. After this Agreement ends or your subscription is cancelled, your workspace becomes read-only and you may continue to export your Customer Data for 30 days. [Proposal for counsel.]

9.3 Deletion. After the export period, we will delete Customer Data from our active systems within 90 days after termination. Copies in backups will be overwritten as backups roll off, within 35 days after deletion from active systems. [Proposal for counsel: 30-day export, 90-day deletion, 35-day backup roll-off.] Until deletion is complete, Customer Data remains protected under this Agreement and the BAA. On request, we will confirm deletion in writing.

9.4 Retention required by law. If the law requires us to keep any Customer Data, we will tell you, protect it under the BAA, and use it only for the purpose that requires us to keep it.

9.5 Your records obligations. You are responsible for keeping copies of records you are required to keep under law or your contracts (for example, with a regional center). Export your data before the export period ends.

10. Confidentiality

10.1 Definition. "Confidential Information" means non-public information that one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Your Confidential Information includes Customer Data. Our Confidential Information includes non-public information about the Service and our pricing.

10.2 Obligations. Each party will use the other's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will share it only with its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

10.3 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party without a duty of confidentiality. These exceptions do not apply to Client Information, which is governed by the BAA.

10.4 Required disclosure. A party may disclose Confidential Information if required by law, after giving the other party prompt notice (if legally allowed) and reasonable help in seeking protection.

11. Third-party services

The Service lets you choose to connect third-party services, including Plaid (bank connections) and Gusto (payroll). These are optional, are governed by the provider's own terms, and are not part of the Service. Client Information is never sent to Plaid or Gusto. We are not responsible for third-party services, but we will use their features as described in the Documentation. Our current subprocessors are listed at /legal/subprocessors.

12. AI features

12.1 How they work. AI features use Amazon Bedrock, a service of Amazon Web Services, running Anthropic's Claude models, under our Business Associate Agreement with AWS, in the United States.

12.2 No training. Customer Data, including Client Information, is not used to train AI models. Amazon Bedrock does not use inputs or outputs to train models.

12.3 Drafts only. AI output may be inaccurate or incomplete. You are responsible for reviewing and approving all output before it is used, as Section 6 requires. We do not provide clinical, legal, tax, accounting, or payroll advice.

13. Warranties and disclaimers

13.1 Mutual. Each party warrants that it has authority to enter into this Agreement.

13.2 Ours. We warrant that the Service will perform materially as described in the Documentation and that we will not materially reduce the security safeguards described in Section 7 during your term. If we breach this warranty, you must tell us, and we will try to fix the problem. If we cannot fix it within a reasonable time, either party may end the affected subscription and we will refund prepaid fees for the unused part of the term. This is your exclusive remedy for breach of this warranty.

13.3 Yours. You warrant that you have the rights, authority, and consents needed to provide Customer Data to us for processing under this Agreement.

13.4 Disclaimer. Except as stated in this Agreement, the Service is provided "as is." To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that AI output will be accurate.

14. Limitation of liability

14.1 Exclusion of certain damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, even if told they were possible.

14.2 Cap. Each party's total liability arising out of or relating to this Agreement is limited to the fees you paid us for the Service in the 12 months before the event giving rise to the claim.

14.3 Exclusions. The limits in this section do not apply to your payment obligations, a party's indemnity obligations, or a party's gross negligence, fraud, or willful misconduct. [Option for counsel: also exclude, or apply a separate higher cap (for example, a multiple of fees) to, a party's breach of Section 10 (Confidentiality) or of the BAA.]

15. Indemnities

15.1 By us. We will defend you against any third-party claim alleging that the Service, as we provide it, infringes that party's intellectual property rights, and we will pay resulting damages and costs finally awarded or agreed in settlement. If such a claim is made, we may modify the Service, get you a license, or end the affected subscription and refund prepaid fees for the unused term. This does not apply to claims caused by Customer Data, your modifications, or combinations with things we did not provide.

15.2 By you. You will defend us against any third-party claim arising from Customer Data you provided without the necessary rights or consents, your violation of law, your use of finalized documents, or your engagement or classification of workers, and you will pay resulting damages and costs finally awarded or agreed in settlement.

15.3 Process. The indemnified party must give prompt notice of the claim, reasonable cooperation, and control of the defense to the indemnifying party, which may not settle a claim in a way that admits fault or imposes obligations on the indemnified party without its consent.

16. Term and termination

16.1 Term. This Agreement starts when you accept it and continues until all subscriptions under it end.

16.2 Termination for breach. Either party may end this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice. Termination for breach of the BAA is governed by the BAA.

16.3 Termination for insolvency. Either party may end this Agreement if the other becomes insolvent or the subject of bankruptcy proceedings that are not dismissed within 60 days.

16.4 Effect. When this Agreement ends, your right to use the Service ends, any unpaid fees become due, and Section 9 applies. Sections 5, 9, 10, 13.4, 14, 15, 18, and 19, and any other provision that by its nature should survive, continue after termination.

17. Suspension

We may suspend your or a User's access if we reasonably believe it is needed to prevent a security threat or harm to the Service or others, if required by law, or if fees are more than 30 days overdue after we have given you notice. We will give advance notice when practical, limit the suspension to what is needed, and restore access promptly once the issue is resolved. Suspension does not delete Customer Data.

18. Governing law and venue

This Agreement is governed by the laws of the State of California, without regard to its conflict of laws rules. The state and federal courts located in [County] County, California have exclusive jurisdiction over any dispute arising out of this Agreement, and both parties consent to those courts.

19. General

19.1 Notices. We will send notices to the email address of your account administrator. You may send notices to support@example.com, with legal notices also sent by mail to [Company legal name], [Mailing address]. Notices about security incidents or Client Information are governed by the BAA and should also go to support@example.com.

19.2 Entire agreement. This Agreement, any Order Form, the BAA, and the documents they refer to are the entire agreement between the parties about the Service and replace all earlier agreements on the subject. If there is a conflict, the order of priority is: the BAA (for Client Information), then the Order Form, then this Agreement, then the Terms of Service. Terms in your purchase orders do not apply.

19.3 Changes. We may update this Agreement by giving you at least 30 days' notice. Changes apply starting with your next renewal term, unless they are required by law or you agree sooner. Changes to the BAA are made as the BAA describes.

19.4 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets, if the successor agrees in writing to be bound, including by the BAA.

19.5 Independent parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or employment relationship.

19.6 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

19.7 Other. If any provision is unenforceable, the rest remains in effect. A waiver must be in writing. There are no third-party beneficiaries. Electronic acceptance is binding.