Customer Terms of Service

These Customer Terms of Service (these “Terms”) are between CallFelix, LLC, a Maryland limited liability company (“CallFelix”), and the organization that accepts them (“Customer”). Customer accepts these Terms in the CallFelix dashboard, by checking the box that accepts them and giving the name, title, and date of the person accepting, who must be authorized to bind Customer; or by signing an order form that references them. Customer's “Plan” is the communities it covers and their fees, as stated on the payment link, invoice, or signed order form CallFelix provides, at the rates on CallFelix's published price list unless agreed otherwise in writing. The Plan and these Terms together are the “Agreement”, effective on the date of acceptance or signature (the “Effective Date”). If a signed order form conflicts with these Terms, the order form controls.

1. The Service

CallFelix provides a phone line for maintenance requests at each community in Customer's Plan. An automated assistant (“Felix”) answers calls, takes the request, and files a work order; Customer's staff see and manage work orders in a web dashboard (together, the “Service”). The “Go-Live Date” for a community is the day its residents' calls are first routed to the Service for real use.

2. A maintenance line only

The Service is a maintenance line. It is not 9-1-1, an emergency-response service, a medical-alert or personal-emergency-response system, a nurse-call system, or a way to monitor residents. CallFelix provides no care or supervision of any resident.

Customer keeps its own emergency procedures, staffing, and means of reaching 9-1-1 and its residents, and does not rely on the Service for any of them.

2.1 The safety alert is a best-effort extra. Felix listens for certain spoken English phrases that may signal an emergency. When it hears one, it tells the caller to call 9-1-1 if anyone is hurt or in danger, and alerts the on-call staff Customer has listed or connects the caller to the staff number Customer has set. The alert can miss an emergency, and can raise one that is not real; phone carriers and CallFelix's vendors can delay or prevent it. Customer will keep its on-call list current in the dashboard and will place a test call that sets off the alert at least once every six months; CallFelix recommends every three months.

2.2 No liability for emergencies or call handling. When the Service recognizes a possible emergency, CallFelix takes reasonable steps to point the caller to 9-1-1 and alert Customer's staff, as Section 2.1 describes. CallFelix is not liable for an emergency the Service does not recognize, report, or escalate; for a call that is misrouted, delayed, dropped, or not answered; or for an alert that does not reach Customer's staff — whatever the cause, including negligence — except to the extent caused by CallFelix's gross negligence or willful misconduct.

3. Fees and payment

3.1 Fees. Customer pays the one-time setup fee in its Plan on the Effective Date, and the monthly fee for each community from that community's Go-Live Date. Fees are billed monthly in advance through CallFelix's payment processor and are due on receipt. The setup fee is not refundable. CallFelix may change the fees on at least sixty (60) days' written notice; Customer may cancel under Section 4.1 before the change applies. Customer pays any sales, use, or similar taxes on the fees.

3.2 Late payment never cuts the line without notice. If a payment is late, CallFelix will tell Customer in writing. If it remains unpaid thirty (30) days after that notice, CallFelix may end the Agreement on a further thirty (30) days' written notice. Until that end date, the line keeps answering and the safety alert keeps working.

4. Term and ending the Agreement

4.1 Month to month; cancel anytime. The Agreement begins on the Effective Date and continues month to month. Customer may cancel the Service for any community, or the whole Agreement, at any time by written notice (an email to support@callfelix.io is enough); the cancellation takes effect at the end of the month already paid for, and the line keeps answering until then. CallFelix may end the Service for a community on at least sixty (60) days' written notice. When the Service has ended for every community, the Agreement ends.

4.2 Ending for breach. Either party may end the Agreement if the other materially breaches it and does not cure the breach within thirty (30) days after written notice describing it. Ending the Business Associate Agreement under its own terms also ends the Agreement.

4.3 On ending. Fees owed up to the end date remain due. For thirty (30) days after the Service ends for a community, Customer can export that community's records from the dashboard; CallFelix then deletes that community's data as the Business Associate Agreement provides, or sooner if Customer confirms in writing that it has its export. CallFelix keeps the record of Customer's acceptance of the Agreement (the names, titles, dates, contact details, and document versions it holds, which contain no resident information) as evidence of the contract, for six (6) years after the Agreement ends. On request, CallFelix will release the line's phone number to a carrier Customer names, where the carrier and the number allow it.

5. Customer's responsibilities

Customer will: (a) give its residents written notice — for example in the residency agreement, the handbook, a move-in packet, or a posted notice — that the maintenance line is answered by an automated assistant and that calls are transcribed, and obtain any further notice or consent the law of its location requires for calls to its line; (b) obtain the consent of the staff it lists to receive automated calls, including calls in an artificial voice; (c) keep its resident, room, staff, and on-call information accurate; (d) control who on its staff has dashboard access and keep their log-ins secure; (e) use the Service as CallFelix documents it; (f) keep personal health information out of support emails and messages; and (g) not enter health information into the Service, or send residents' calls to it, until the Business Associate Agreement is accepted or signed and CallFelix confirms in writing that its vendors are bound (that agreement's Section 4.7).

6. Customer's data

Customer owns the information it and its callers put into the Service. CallFelix uses it only to provide, operate, secure, maintain, and improve the Service, and as the Business Associate Agreement allows. CallFelix does not sell it, does not use it to train artificial-intelligence models, and does not use call content for any purpose unrelated to the Service. The Business Associate Agreement governs health information and controls if it conflicts with this Section.

7. Automated output; no other warranties

Transcripts, summaries, and work orders are produced automatically and can contain errors; Customer's staff review them before acting on them. CallFelix will provide the Service with reasonable care and skill, but does not promise that it will be uninterrupted or error-free, and is not responsible for failures of the public telephone network, phone carriers, or events outside its reasonable control.

EXCEPT AS THE AGREEMENT EXPRESSLY STATES, THE SERVICE IS PROVIDED “AS IS,” AND CALLFELIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Statements on CallFelix's website, in its marketing, or in its Security Overview are not warranties and are not part of the Agreement.

8. Limits on liability

8.1 General cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE BUSINESS ASSOCIATE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, IS LIMITED TO THE FEES CUSTOMER PAID AND OWED UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

8.2 Data cap. FOR A BREACH OF THE BUSINESS ASSOCIATE AGREEMENT OR OF SECTION 6, OR A BREACH OF UNSECURED HEALTH INFORMATION CAUSED BY CALLFELIX, THE CAP IN 8.1 IS INSTEAD TWO (2) TIMES THOSE FEES. Reasonable costs of notifying affected individuals, of credit monitoring, and of forensic investigation that the law requires are direct damages within this cap.

8.3 No indirect 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.

8.4 What the limits do not cover. Sections 8.1–8.3 do not limit liability for fraud, gross negligence, or willful misconduct; Customer's obligation to pay fees; or Customer's obligations under Section 9.1. CallFelix's obligations under Section 9.2 are within the cap in 8.2.

9. Claims by others

9.1 Customer's indemnity. Customer will defend, indemnify, and hold harmless CallFelix and its members, employees, and agents from every claim by a resident, a resident's family, a caller, a member of Customer's staff, or any other third party, and the resulting losses, costs, and reasonable attorneys' fees, arising out of Customer's operations, care, supervision, or response to an emergency, or out of a call to Customer's line — including a claim that the Service failed to recognize, report, or escalate an emergency, and including a claim alleging CallFelix's own negligence — and out of Customer's failure to meet Section 5. This does not apply to the extent a claim is caused by CallFelix's gross negligence or willful misconduct.

9.2 CallFelix's indemnity. CallFelix will defend and indemnify Customer from a third-party claim, and the resulting losses, costs, and reasonable attorneys' fees, to the extent caused by CallFelix's breach of the Business Associate Agreement or of Section 6.

9.3 How claims are handled. The party seeking protection notifies the other promptly in writing and cooperates reasonably; the indemnifying party controls the defense and settlement, but may not settle in a way that admits fault for, or imposes an obligation on, the other party without that party's written consent.

10. Customer's insurance

During the term, Customer will maintain general and professional liability insurance customary for its type of community, and will provide a certificate of insurance on request.

11. General

11.1 Business Associate Agreement. The parties' Business Associate Agreement controls on the subject of the HIPAA Rules; Section 8 and Section 9 of these Terms govern all liability under both the Agreement and the Business Associate Agreement.

11.2 No third-party beneficiaries. Nothing in the Agreement gives any right, remedy, or claim to anyone other than the parties — including residents, callers, family members, and staff.

11.3 Time to bring a claim. A claim under or relating to the Agreement must be brought within one (1) year after the party bringing it knew or should have known of it, except a claim for unpaid fees or under Section 9.

11.4 Law and courts. Maryland law governs the Agreement, without regard to conflict-of-laws principles. The state and federal courts located in Maryland have exclusive jurisdiction.

11.5 Independent contractors. The parties are independent contractors. CallFelix performs the Service under its own procedures and judgment and is not Customer's agent.

11.6 Entire agreement. The Plan, these Terms, and the Business Associate Agreement are the parties' entire agreement on their subject and replace any earlier proposal or understanding. Terms in a purchase order or other Customer form do not apply.

11.7 Changes to these Terms. CallFelix may update these Terms by posting a new version at callfelix.io/customer-terms and emailing Customer at least thirty (30) days before it applies; Customer may cancel under Section 4.1 before it applies. Any other change must be in a writing signed by both parties.

11.8 Notices. Notices to Customer are sent to the notice email and mailing address Customer gives when it accepts the Agreement, and notices to CallFelix to support@callfelix.io, or as a party later designates in writing; an email to the address on file is effective when sent.

11.9 Other terms. Neither party may assign the Agreement without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all of its business, on written notice. If a provision is unenforceable, the rest stays in effect and that provision is enforced as far as the law allows. A failure to enforce a provision is not a waiver. Sections 3, 4.3, 6, 8, 9, and 11 survive the end of the Agreement.