These Terms of Service (the "Terms") are a binding agreement between MBN Care Solutions, LLC ("MBN," "we," "us," or "our") and the adult family home or other entity that registers for or uses the MBN Care App platform (the "Customer," "you," or "your"). By creating an account, accepting these Terms, or using the platform (the "Service"), you agree to these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind that organization.
Your access to the Service is governed by these Terms together with our Privacy Policy, our Acceptable Use Policy, and — where the Service processes protected health information — our Business Associate Agreement (collectively, the "Agreement"). Where these Terms and the Business Associate Agreement conflict as to protected health information, the Business Associate Agreement controls.
We may update the Agreement. For material changes we will give at least 30 days' notice by email or in-app, and we will update the version and effective date. Continued use of the Service after the effective date constitutes acceptance; if you do not agree, you must stop using the Service and may terminate under Section 10.
Subject to the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term, solely for operating your licensed adult family home. We reserve all rights not expressly granted.
Your use of the Service is subject to our Acceptable Use Policy, which is incorporated here. Among other things, you agree not to: use the Service for any unlawful purpose; upload viruses, malware, or harmful code; attempt to gain unauthorized access to our systems or other homes' data; share credentials; use the Service for anything other than operating a licensed adult family home; resell, sublicense, or white-label the Service; remove copyright or confidentiality notices or watermarks from exported content; or systematically download or copy Service content. We may suspend access immediately for serious violations (Section 10).
As between the parties, MBN owns and retains all right, title, and interest in and to the Service, including all software, source and object code, algorithms, databases, data models, compliance-scoring and documentation-mapping methods, user interfaces, designs, documentation, and all related intellectual property. You receive only the limited license in Section 2 and acquire no ownership of the Service.
MBN considers the distinctive, non-functional visual elements of the Service — including the arrangement and styling of the compliance-score display and inspection-mode interface — to be protectable trade dress under the Lanham Act (15 U.S.C. § 1125), and its name and logo to be trademarks. You agree not to imitate these elements or use our marks without permission.
Non-public features, algorithms, scoring logic, and workflows of the Service are MBN trade secrets and confidential information. You will not disclose them or use them except to use the Service.
To protect our confidential information and goodwill, during your use of the Service and for a reasonable period afterward, you agree not to:
The Service and its content are protected by copyright. Our copyright notice must remain on exported documents. If you believe content on the Service infringes your copyright, contact [email protected]; we will respond to properly formatted notices consistent with the Digital Millennium Copyright Act and may remove infringing material and terminate repeat infringers.
You retain ownership of the data you enter, including resident records and protected health information ("Customer Data"). You grant MBN a limited license to host, process, and transmit Customer Data solely to provide, secure, and support the Service, and as permitted by the Business Associate Agreement. We do not sell Customer Data and do not use it for advertising. Our handling of protected health information is governed by the Business Associate Agreement and applicable law.
You represent that you have the authority and any necessary consents to enter Customer Data into the Service.
We warrant that the Service will materially conform to its documentation; your exclusive remedy for a breach of this warranty is our commercially reasonable effort to correct the non-conformity or, if we cannot, a refund of prepaid fees for the affected period.
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, MBN DISCLAIMS 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 USING THE SERVICE WILL RESULT IN PASSING ANY INSPECTION, SURVEY, OR AUDIT, OR IN ANY PARTICULAR REGULATORY OUTCOME. COMPLIANCE DEPENDS ON YOUR OWN OPERATIONS AND JUDGMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, MBN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. MBN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES YOU PAID TO MBN IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
We are not liable for: third-party actions or content; force-majeure events (including natural disasters, pandemics, government actions, utility or internet outages); regulatory actions taken against you by DSHS, HHS, or any agency; or your failure to use the Service correctly. Nothing in this Section limits liability that cannot be limited by law.
You will defend and indemnify MBN and its officers, employees, and agents against third-party claims, and resulting losses, arising from: (a) your Customer Data or its entry into the Service; (b) your or your users' misuse of the Service or violation of the Agreement; and (c) regulatory actions arising from your facility's operations. MBN will defend and indemnify you against third-party claims that the Service, as provided, infringes a U.S. intellectual-property right, and may modify the Service, procure a license, or refund prepaid fees to resolve such a claim.
Please read this section carefully — it affects how disputes are resolved.
Before starting arbitration, a party must give the other 30 days' written notice of the dispute and negotiate in good faith to resolve it.
Except for claims of intellectual-property infringement or misappropriation (which may be brought in court), any dispute arising out of or relating to the Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in King County, Washington. The arbitration will be mutual, before a neutral arbitrator, and will preserve each party's statutory remedies.
Disputes will be conducted only on an individual basis. Class, collective, and representative actions are waived.
You may opt out of arbitration by sending written notice to [email protected] within 30 days of first accepting these Terms, stating your name, home, and intent to opt out. Opting out does not affect any other part of the Agreement.
The Agreement is governed by the laws of the State of Washington, without regard to conflict-of-laws rules. If arbitration is held unenforceable, disputes will be resolved in the state or federal courts in King County, Washington. Any claim must be brought within two (2) years after the claim accrues. The prevailing party in any dispute may recover reasonable attorneys' fees to the extent permitted by law.
Questions about these Terms: [email protected].
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