Draft for attorney review. Not yet in effect.

Terms of Service

Effective date: [Effective date]

These Terms of Service ("Terms") are an agreement between you and [Company legal name] ("we," "us," or "our") about your use of the IntakeAlly website and application (together, the "Service"). They apply to everyone who visits the website or uses the Service, including organization administrators, team members, independent coordinators, and outside accountants.

Please read these Terms carefully. By creating an account, accepting an invitation, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

1. Organizations and other agreements

IntakeAlly is used mainly by organizations ("customer organizations"), such as assessment providers that work with California regional centers. A customer organization's subscription is also governed by the Customer Agreement and the Business Associate Agreement ("BAA"). If these Terms conflict with the Customer Agreement or the BAA, the Customer Agreement or the BAA controls for that organization.

If you accept these Terms on behalf of an organization, you confirm that you have authority to bind that organization.

Team members and independent coordinators must also accept the Confidentiality and Acceptable Use Agreement before they can see client records.

2. Eligibility

You must be at least 18 years old and able to enter into a binding contract to use the Service. The Service is intended for professional use in the United States.

Give accurate information when you create an account and keep it up to date.
Keep your password and sign-in methods private. Do not share your account with anyone. Each person must have their own account.
Use two-step sign-in when your organization requires it. We recommend it for everyone.
Tell your organization and us at support@example.com right away if you think someone else has used your account.
You are responsible for activity under your account unless it results from our failure to meet our security obligations.

For security, sessions end after 8 hours, and you will be signed out automatically after 30 minutes without activity. Accounts may be locked temporarily after repeated failed sign-in attempts.

4. Roles and access

Organizations control who has access to their workspace and what each person can see. The Service uses roles to limit access. For example, coordinators see only the cases assigned to them, and outside accountants see case numbers rather than client names. Your organization's administrators can see an activity log of what you do in the Service, including which cases you view.

Only access information you are permitted to access for your assigned work. Do not try to get around role limits, view cases not assigned to you, or access another organization's data.

5. Client records

Client records are records about the people a customer organization serves. They often include health information protected by HIPAA, the California Confidentiality of Medical Information Act (Civil Code §56 et seq.), and, for regional center clients, Welfare and Institutions Code §4514.

No real client records before the BAA. An organization must accept the BAA in the Service before anyone uploads or enters real client records. Until then, use only sample or made-up information, including during a free trial.
Keep client data inside the platform. Do not copy, download, export, email, print, photograph, or paste client records outside IntakeAlly except as your organization's policies allow and the law permits. Never paste client records into ChatGPT or any other AI tool outside the Service.
Minimum necessary. Use and share only the minimum information needed for your assigned work.
Authority to share. Organizations are responsible for having the right authority and any required consents to upload and use client records in the Service.

6. Acceptable use

You agree not to:

use the Service in violation of any law, including privacy, health information, and employment laws;
upload information you do not have the right to upload;
upload malware or anything designed to harm the Service or other users;
probe, scan, or test the security of the Service without our written permission, or try to get around security features;
access the Service by automated means (such as scraping) except through features we provide;
interfere with or overload the Service;
copy, resell, or reverse engineer the Service, or use it to build a competing product;
share your account or let someone else use it;
impersonate anyone or misrepresent your role, credentials, or authority; or
use the Service to harass, discriminate against, or harm anyone.

7. AI-drafted documents and professional judgment

The Service uses artificial intelligence to read documents and draft text, such as record summaries and sections of assessment reports. AI can make mistakes. It can leave out important facts, misread a record, or state something that is not true.

Every AI-drafted document is a draft. A qualified professional at your organization must review, correct, and approve it before it is used, signed, or sent to anyone, including a regional center.
You and your organization are responsible for the content of every document you finalize.
IntakeAlly is not a clinical, medical, psychological, legal, tax, accounting, or payroll advisor. The Service does not provide professional advice, make clinical determinations, or decide eligibility for services. Back-office features such as bookkeeping and payroll tools are aids, not advice; consult qualified professionals.

8. Third-party services

Some features rely on third-party services that have their own terms and privacy policies, including:

Plaid, for organizations that choose to connect a bank account;
Gusto, for organizations that choose to run payroll through Gusto; and
Amazon Bedrock (a service of Amazon Web Services), which powers the AI features.

When you use a third-party service through the Service, you also agree to that provider's terms. We are not responsible for third-party services, their availability, or what they do with information you give them directly. Using Plaid or Gusto is optional.

9. The coordinator pool

The Service may let organizations find and engage independent coordinators who have listed themselves in a coordinator pool.

Independent coordinators are not our employees or agents. We do not hire, supervise, direct, train, or pay coordinators for work they do for organizations, and we do not guarantee their qualifications, availability, or work. Any profile information is provided by the coordinator or an organization; we do not verify it unless we say so expressly.
Organizations decide how to engage coordinators. Each organization is solely responsible for choosing coordinators, checking their credentials and background as required, supervising their work, paying them, and correctly classifying them as employees or independent contractors.
Worker classification. California law, including Assembly Bill 5 and the "ABC test" in Labor Code §2775 et seq., sets strict rules for when a worker may be treated as an independent contractor. Organizations must consider these rules, and any other applicable law, before engaging a coordinator, and should seek their own legal advice. Nothing in the Service, including how it labels a person, determines anyone's legal employment status.
Coordinators are responsible for themselves. If you are a coordinator, you are responsible for your own taxes, licenses, insurance, and compliance with the agreements you make with organizations.

Any agreement between an organization and a coordinator is between them. We are not a party to it.

10. Your content and our rights

Your content. You and your organization keep all rights in the information you upload or create in the Service ("Content"). You give us permission to host, copy, process, and display Content only as needed to provide and protect the Service, as described in our Privacy Policy, the Customer Agreement, and the BAA. We do not use customer Content to train AI models.

Our Service. We and our licensors own the Service, including its software, design, forms, templates, and trademarks. Subject to these Terms, we give you a limited, non-exclusive, non-transferable, revocable right to use the Service for your organization's internal business purposes while you have access. Documents you generate using our templates belong to you or your organization, but the templates themselves remain ours.

11. Feedback

If you send us ideas, suggestions, or other feedback, you agree that we may use it without restriction or payment to you. Do not include client records in feedback or support requests unless we have asked for specific information to resolve a problem and the request is made through a channel covered by the BAA.

12. Suspension and termination

You may stop using the Service at any time. Organization administrators can remove team members' access.

We may suspend or end your access, with notice where practical, if you violate these Terms or the Confidentiality and Acceptable Use Agreement, if your use creates a security or legal risk, if your organization's subscription ends or is suspended, or if required by law. If we suspend access because of a security concern, we will try to restore it as soon as the concern is resolved.

When your access ends, your right to use the Service ends. What happens to an organization's data is governed by the Customer Agreement and the BAA. Sections that by their nature should continue (such as Sections 5, 7, 9, 10, 11, 13, 14, 15, and 16) continue after termination.

13. Disclaimers

To the fullest extent the law allows, the Service is provided "as is" and "as available." We do not promise that the Service will be uninterrupted, error-free, or completely secure, or that AI-drafted content will be accurate or complete. We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Some of these disclaimers may not apply to you under the law. For customer organizations, the warranties in the Customer Agreement, if any, apply instead of this section.

14. Limitation of liability

To the fullest extent the law allows:

we are not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if we were told they were possible; and
our total liability for all claims relating to the Service or these Terms is limited to the greater of the amount you paid us for the Service in the 12 months before the claim arose, or one hundred U.S. dollars ($100). [Counsel: confirm the floor amount.]

These limits do not apply where the law does not allow them. For customer organizations, the limitation of liability in the Customer Agreement applies instead of this section.

15. Indemnity

To the extent the law allows, you agree to defend and indemnify us against claims, losses, and costs (including reasonable attorneys' fees) arising from your violation of these Terms or the law, or from Content you upload without the right to do so. This section does not apply to individual team members acting within the scope of their work for a customer organization; for organizations, the indemnities in the Customer Agreement apply.

16. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. Any lawsuit relating to these Terms or the Service must be brought in the state or federal courts located in [County] County, California, and you and we consent to those courts' jurisdiction. [Counsel: consider whether to add informal dispute resolution or arbitration.]

17. Changes to these Terms

We may update these Terms from time to time. The effective date at the top shows when they last changed. If we make a material change, we will notify you before it takes effect by email or by a notice in the Service. If you continue to use the Service after a change takes effect, you accept the updated Terms. If you do not agree, stop using the Service.

18. Other terms

These Terms, together with the documents they refer to, are the entire agreement between you and us about the Service. If any part is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not transfer these Terms without our written consent; we may transfer them in connection with a merger, acquisition, or sale of assets, subject to our obligations under any BAA. Notices to you may be sent to the email address on your account.

19. Contact

[Company legal name] [Mailing address]

Support: support@example.com Privacy and security: support@example.com