CARESHIP

Terms and Conditions of Service

Operated by Oneloop Inc. (a Delaware corporation), doing business as Careship

Effective Date: May 31, 2026

These Terms and Conditions (the “Terms”) form a binding legal agreement between Oneloop Inc., a corporation organized under the laws of the State of Delaware, United States, doing business as Careship (“Careship,” “Oneloop,” “we,” “our,” or “us”), and the individual or entity that accesses, registers for, or uses the Platform (“you,” “your,” “Customer,” or “Clinic”).

By creating an account, clicking to accept, embedding our code, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by all policies incorporated by reference, including our Privacy Policy, End User License Agreement, Acceptable Use Policy, AI Disclosure Policy, and Cookie Policy. If you do not agree, you must not access or use the Platform.

If you are accepting these Terms on behalf of a clinic, practice, company, or other legal entity, you represent and warrant that you have the authority to bind that entity, and “you” refers to that entity.

1. Definitions

“Platform” means the Careship websites, web applications, the Ela AI agent, application programming interfaces, embed scripts, dashboards, and all related software, features, and services provided by Oneloop.

“Ela” means the artificial intelligence agent provided as part of the Platform that engages website visitors and callers through text, voice, chat, and outbound communications on behalf of a Clinic.

“Clinic” or “Customer” means the direct primary care practice, healthcare provider, business, or individual that registers for and uses the Platform.

“Member” means a patient, prospective patient, website visitor, or caller who interacts with a Clinic through the Platform. In the direct primary care context, patients are referred to as Members.

“Member Data” means information relating to a Member that is collected, recorded, transcribed, or processed through the Platform, including names, contact details, inquiry content, call recordings, transcripts, and sentiment information.

“Protected Health Information” or “PHI” has the meaning given under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, “HIPAA”).

“Sub-processor” means a third-party service engaged by Oneloop to support the delivery of the Platform, as disclosed in our Privacy Policy.

2. The Platform and Its Purpose

Careship provides software tools that help direct primary care clinics engage website visitors and callers, capture and manage leads, communicate with Members, schedule appointment and meet-and-greet requests, conduct outreach, and facilitate membership sign-ups. Careship is a software vendor only.

Careship is a technology provider. Careship does not provide medical advice, diagnosis, treatment, or any clinical service, and is not a healthcare provider. All clinical decisions, communications, and care remain the sole responsibility of the Clinic and its licensed personnel.

The Platform is hosted on Amazon Web Services using HIPAA-eligible services, and Oneloop applies administrative, physical, and technical security controls aligned with the safeguard requirements of HIPAA. Oneloop is in the process of obtaining formal third-party HIPAA attestation. References to “HIPAA-eligible” or “secure” infrastructure describe the underlying environment and security posture, and do not by themselves constitute a representation that any particular use of the Platform is HIPAA compliant. Compliance depends on how the Clinic configures and uses the Platform.

3. Protected Health Information and Customer Responsibilities

The Platform is designed for non-clinical, front-desk, growth, and communication workflows. The Platform is not intended or authorized to be used as a repository for Protected Health Information, electronic medical records, or clinical documentation.

You agree that you will not intentionally input, upload, or store structured clinical records or PHI within Platform fields, knowledge bases, forms, or configurations.

You acknowledge that the Platform engages Members through voice and text, and that a Member may spontaneously disclose health-related information during such interactions. You are solely responsible for:

• Determining whether your use of the Platform requires a Business Associate Agreement under HIPAA, and requesting one from Oneloop before such use.
• Obtaining all consents and authorizations required from Members, including consent to record calls and to receive calls, texts, and emails.
• Configuring and using the Platform in a manner that complies with HIPAA, the Telephone Consumer Protection Act, state two-party consent and recording laws, and all other applicable laws.
• All acts and omissions of your personnel and anyone accessing the Platform through your account.

A Business Associate Agreement is available from Oneloop upon request. If your use of the Platform involves PHI, you must execute a Business Associate Agreement with Oneloop before such use. Use of the Platform with PHI without an executed Business Associate Agreement is a material breach of these Terms and is undertaken at your sole risk.

4. Eligibility, Accounts, and Access

You must be at least 18 years old and capable of forming a binding contract to use the Platform. The Platform is offered only to Customers located in, and operating within, the United States.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree to provide accurate, current, and complete information and to keep it updated. You must notify us immediately of any unauthorized use of your account. We are not liable for any loss arising from your failure to safeguard your credentials.

We may refuse registration, suspend, or terminate any account at our discretion, including for any actual or suspected violation of these Terms.

5. Artificial Intelligence Services

Ela is an automated artificial intelligence agent. It generates responses using machine learning models, including models provided by third parties such as Anthropic. While Ela is designed to be accurate and helpful, AI-generated output may be incomplete, inaccurate, or unsuitable for a given situation.

You are responsible for configuring Ela, including any knowledge base, prompts, and links you provide, and for reviewing and supervising its use within your practice. You acknowledge that Ela must identify itself as an artificial intelligence agent to Members, and you agree not to configure or instruct Ela to misrepresent itself as a human. Our AI Disclosure Policy governs these obligations.

Careship does not warrant that AI-generated output will be error-free or fit for any clinical, diagnostic, or treatment purpose. You must not rely on Ela for medical advice or clinical decision-making. Any reliance on AI-generated output is at your own risk.

6. Communications, Call Recording, and Consent

The Platform enables calls, text messages, and emails to Members through telephony and messaging Sub-processors. Calls may be recorded and transcribed, and recordings and transcripts may be stored on Oneloop systems to provide the service.

You are solely responsible for obtaining all legally required consents from Members before any recording, calling, or messaging occurs, including consents required under federal law and under the laws of every state in which a Member may be located. Many states require all-party consent to record a call. You represent and warrant that you have obtained such consents.

You agree that you, and not Oneloop, are the party initiating communications to Members through your configuration of the Platform, and you assume all responsibility for compliance with the Telephone Consumer Protection Act and similar laws.

7. Fees, Billing, and Free Trial

The Platform is offered on a subscription basis, billed monthly or annually as selected, with additional usage-based charges for certain features such as AI calls, text messages, and outcome-based events. Current pricing is published on our website and may be updated prospectively.

We offer a free trial for a limited period as described at sign-up. No payment card is required to begin a trial. At the end of a trial, continued use of paid features requires an active paid subscription.

Subscription fees are billed in advance through our payment processor. By subscribing, you authorize us to charge the applicable fees and any usage charges to your payment method on a recurring basis until you cancel. All fees are stated in U.S. dollars.

No Refunds. Except where required by law, all fees are non-refundable. Cancelling a subscription stops future renewals but does not entitle you to a refund of fees already paid or usage charges already incurred. This no-refund policy is a material term of these Terms.

You may cancel at any time through your account. Cancellation takes effect at the end of the then-current billing period. We may suspend or downgrade access for non-payment.

8. Membership Payments and Merchant of Record

The Platform may facilitate the collection of membership payments from Members on behalf of a Clinic using the Clinic’s own connected payment account. In all such transactions, the Clinic is the merchant of record and is solely responsible for the underlying products, services, memberships, taxes, chargebacks, refunds, and disputes.

Oneloop is not a party to, and assumes no liability for, any transaction between a Clinic and its Members. Oneloop’s separate fees for use of the Platform are charged to the Clinic and are independent of any membership payments collected by the Clinic.

9. Acceptable Use

Your use of the Platform is governed by our Acceptable Use Policy, which is incorporated into these Terms. Without limiting that policy, you agree not to:

• Use the Platform for any unlawful, fraudulent, deceptive, or harmful purpose.
• Input structured PHI or clinical records in violation of Section 3.
• Send communications to Members without required consent.
• Reverse engineer, decompile, copy, resell, sublicense, or create derivative works of any part of the Platform.
• Interfere with, disrupt, probe, or attempt to gain unauthorized access to the Platform or its infrastructure.
• Use the Platform to build or train a competing product or service.
• Misrepresent Ela as a human or disable required AI disclosures.

10. Intellectual Property

The Platform, including all software, the Ela agent, designs, text, graphics, trademarks, and underlying technology, is and remains the exclusive property of Oneloop and its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during your subscription. No other rights are granted.

You retain ownership of the data and content you provide. You grant Oneloop a worldwide, royalty-free license to host, process, and use such data and content solely to provide, maintain, secure, and improve the Platform, and as otherwise described in our Privacy Policy.

11. Third-Party Services and Sub-processors

The Platform relies on third-party Sub-processors, including Amazon Web Services, Anthropic, Twilio, ElevenLabs, and Stripe, as described in our Privacy Policy. Your use of features dependent on these services may be subject to their respective terms. We are not responsible for the acts, omissions, availability, or content of third-party services.

12. Service Availability and Modifications

We strive to keep the Platform available but do not guarantee uninterrupted or error-free operation. The Platform is dependent on third-party infrastructure and connectivity that may experience downtime. We do not offer a guaranteed service level unless separately agreed in writing.

We may modify, suspend, add, or discontinue any feature of the Platform at any time. We will use reasonable efforts to notify you of material adverse changes. We are not liable for any modification, suspension, or discontinuation of the Platform.

13. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONELOOP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM OR ANY AI-GENERATED OUTPUT WILL BE ACCURATE, RELIABLE, SECURE, OR UNINTERRUPTED.

ONELOOP MAKES NO WARRANTY REGARDING ANY MEDICAL, CLINICAL, OR HEALTH OUTCOME. THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONELOOP AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ONELOOP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ONELOOP IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Indemnification

You agree to defend, indemnify, and hold harmless Oneloop and its officers, directors, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, penalties, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Your use or misuse of the Platform.
• Your violation of these Terms or any applicable law, including HIPAA, the Telephone Consumer Protection Act, and state recording or consent laws.
• Your input of PHI in violation of Section 3, or your failure to execute a required Business Associate Agreement.
• Your failure to obtain any required Member consent.
• Any communication sent to, or transaction with, a Member through your account.
• Any claim by a Member or third party relating to your practice, services, or memberships.

16. Term and Termination

These Terms remain in effect while you use the Platform. We may suspend or terminate your access at any time, with or without cause, and with or without notice. You may terminate by closing your account and ceasing use.

Upon termination, your license to use the Platform ends immediately. We may delete your data after a reasonable period, subject to our Privacy Policy and applicable law. Sections that by their nature should survive termination, including Sections 3, 7, 8, 10, 13, 14, 15, 17, and 18, will survive.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to the arbitration provision below, the state and federal courts located in Delaware will have exclusive jurisdiction, and you consent to personal jurisdiction there.

Binding Arbitration. Any dispute arising out of or relating to these Terms or the Platform that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, on an individual basis. The seat of arbitration is Delaware, and proceedings will be in English.

Class Action Waiver. You and Oneloop agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims.

Either party may seek injunctive relief in court for actual or threatened infringement or misuse of intellectual property or confidential information.

18. General Provisions

Entire Agreement. These Terms, together with the policies incorporated by reference, constitute the entire agreement between you and Oneloop and supersede all prior agreements on the subject.

Changes to Terms. We may revise these Terms from time to time. Material changes will be posted with an updated effective date. Your continued use after changes take effect constitutes acceptance.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary.

No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

19. Contact

Questions about these Terms may be directed to:

Oneloop Inc., doing business as Careship

Email: hello@careshiphealth.com

Phone: +1 323 310 1076