Terms
Advolutely is in a private beta. These are the terms for taking part in it.
These Beta Program Terms of Service ("Beta Terms") govern participation in the invitation-only beta program ("Beta Program") for the Advolutely practice management platform ("Platform"), operated by Ebenezer Software LLC, a North Carolina limited liability company doing business as Advolutely ("Company," "we," "us," or "our"). The individual or organization accepting these Beta Terms is the "Customer" or "you."
By clicking to accept these Beta Terms, signing a document that incorporates them, or accessing or using the Platform, you agree to them. If you accept on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the Platform.
1.1 Eligibility. You represent that you are at least 18 years old, have authority to enter these Beta Terms, and are a practicing patient advocate, operate a patient advocacy practice, or otherwise use the Platform professionally for its intended purpose.
1.2 Organization Accounts. If an organization participates in the Beta Program, the organization is the Customer. The Customer is responsible for its employees, contractors, and other authorized users and for all activity under its accounts.
1.3 Client Portal Users. A Customer's clients may receive separate access to a client-facing portal. Those individuals must accept the End-User Terms presented to them. Their acceptance does not make them the Customer under these Beta Terms.
1.4 Authorization for Client Information. You may submit client information only when you are legally authorized to handle it and have obtained any consent or authorization required by applicable law. You are responsible for determining whether particular information may be entered into the Platform.
2.1 Pre-release Software. The Platform is pre-release software provided for evaluation and feedback. It is not a finished commercial product.
2.2 Availability and Changes. The Platform is provided on an "AS IS" and "AS AVAILABLE" basis during the Beta Program. We do not promise any service level, uptime, availability, performance, or reliability. Features may change, fail, be removed, or behave unexpectedly without notice.
2.3 Modification or Discontinuation. We may modify, suspend, or discontinue the Beta Program or any part of the Platform at any time. When reasonably practicable, we will provide advance notice of a material discontinuation.
2.4 Free Participation. Participation in the Beta Program is free. Beta access does not guarantee access to a commercial version or any particular pricing, features, service levels, or commercial terms.
2.5 Conversion to Paid Service. You may choose to convert to a paid subscription if we offer one. Any conversion requires acceptance of the commercial agreement, pricing, and other terms then in effect. These Beta Terms do not provide a discount, fixed price, automatic conversion, or right to a paid subscription. Any migration assistance will be governed by the terms offered at conversion.
3.1 Limited Use Right. During the Beta Program, we grant you a limited, revocable, nonexclusive, nontransferable right to access and use the Platform for your internal professional evaluation and authorized case-management activities.
3.2 Account Security. You must keep credentials confidential, use reasonable safeguards, and promptly notify us of suspected unauthorized access. You may not share credentials except with your authorized users through functionality we provide.
3.3 Prohibited Conduct. You may not:
4.1 Confidential Information. The existence and nonpublic details of the Beta Program, together with the Platform's nonpublic features, screenshots, documentation, roadmaps, security information, and other nonpublic Company information, are confidential information.
4.2 Use and Protection. You may use confidential information only to participate in the Beta Program. You must protect it with at least reasonable care and may disclose it only to authorized users who need it for that purpose and are bound by confidentiality obligations at least as protective as these Beta Terms.
4.3 Duration. These confidentiality obligations continue during the Beta Program and for 12 months afterward. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
4.4 Exclusions and Required Disclosure. Confidentiality obligations do not apply to information that you can document was lawfully known to you without restriction, becomes public through no breach, is received lawfully from a third party without a duty of confidentiality, or is independently developed without use of confidential information. If disclosure is legally required, you must provide reasonable advance notice when legally permitted and disclose only what is required.
5.1 Customer Data. "Customer Data" means information submitted to the Platform by or for you, including information relating to your clients. As between you and the Company, you retain your rights in Customer Data.
5.2 License to Process Customer Data. You grant the Company a nonexclusive right to host, store, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide, maintain, secure, and support the Platform and to comply with law. This section is subject to any applicable Data Protection Agreement.
5.3 Your Responsibilities. You are responsible for the accuracy and legality of Customer Data, your instructions concerning it, your relationship with your clients, and the notices, consents, permissions, and authorizations required for your use of the Platform. You remain responsible for your professional services and legal obligations.
5.4 Data Protection Agreement. If the Company designates a Data Protection Agreement as applicable to your use, you must accept it before entering live client information into the Platform. Any Data Protection Agreement designated by the Company as applicable to your use, upon your acceptance, is incorporated into these Beta Terms and controls solely with respect to its subject matter if there is a conflict. Requiring a Data Protection Agreement does not determine either party's regulatory status and is not legal advice.
5.5 Security. We will maintain commercially reasonable administrative, physical, and technical safeguards and any additional safeguards expressly required by an applicable Data Protection Agreement. No security measure eliminates all risk, and you must independently determine whether the Platform is appropriate for the information you choose to enter.
5.6 Export Following Termination. Regardless of the reason your participation ends, including termination for cause or nonpayment, we will provide an opportunity to export Client Data (as defined in the applicable Data Protection Agreement) as provided in that agreement. If termination is at the Company's initiative, any advance notice and export period will be provided as required by the applicable Data Protection Agreement. After the applicable export period, Client Data will be deleted in accordance with the applicable Data Protection Agreement and applicable law.
6.1 Feedback License. If you provide suggestions, feedback, bug reports, or ideas about the Platform, you grant the Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use and incorporate that feedback without restriction or compensation. This license does not transfer ownership of Customer Data.
7.1 Company Materials. The Company and its licensors retain all rights in the Platform, software, documentation, designs, content, and related technology. Except for the limited use right in Section 3.1, these Beta Terms grant you no license or ownership interest in those materials.
7.2 Third-Party Materials. The Platform may contain third-party software or services governed by separate terms. Those terms apply only to the applicable third-party materials.
8.1 Administrative Tool. Advolutely is an administrative practice-management tool. The Company does not provide medical, clinical, legal, patient-advocacy, or other professional advice or services through the Platform. You remain solely responsible for your professional judgment, services, decisions, communications, and relationship with each client.
8.2 No Reliance. Platform content, prompts, workflows, summaries, or outputs are not a substitute for professional judgment and should not be relied on as medical, legal, or other professional advice. You must review information and outputs before using or communicating them.
8.3 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND BETA PROGRAM ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RESULTS.
9.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF DATA, PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE PLATFORM, BETA PROGRAM, OR THESE BETA TERMS, EVEN IF ADVISED OF THE POSSIBILITY.
9.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATED TO THE PLATFORM, BETA PROGRAM, OR THESE BETA TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS YOU PAID THE COMPANY FOR THE BETA PROGRAM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
9.3 Data Protection Terms. For any claim arising out of or relating to the subject matter of an applicable Data Protection Agreement, the liability provisions of that Data Protection Agreement apply in place of Sections 9.1 and 9.2 to the extent stated there. Nothing in these Beta Terms excludes or limits liability that cannot lawfully be excluded or limited.
10.1 Customer Indemnity. You will defend, indemnify, and hold harmless the Company and its managers, officers, employees, and agents from third-party claims, damages, judgments, losses, liabilities, costs, and reasonable attorneys' fees arising from or relating to: (a) Customer Data; (b) your professional services or relationship with a client; (c) your or an authorized user's unlawful, unauthorized, or negligent use of the Platform; or (d) your breach of these Beta Terms or an applicable Data Protection Agreement.
10.2 Procedure. The Company will provide prompt notice of an indemnified claim and reasonable cooperation at your expense. You may control the defense with counsel reasonably acceptable to the Company, but you may not settle a claim in a manner that admits fault by, imposes nonmonetary obligations on, or fails to release the Company without the Company's prior written consent.
11.1 Termination by Either Party. Either party may end your participation in the Beta Program by written notice, subject to any applicable notice, export, and deletion obligations in the Data Protection Agreement.
11.2 Immediate Company Action. We may immediately suspend or terminate access if we reasonably believe that you breached these Beta Terms or an applicable Data Protection Agreement, violated law, created a security or compliance risk, threatened the Platform or another user, or used the Platform outside its intended purpose.
11.3 Effect of Termination. When participation ends, your right to use the Platform ends. Sections concerning confidentiality, data export and deletion, feedback, intellectual property, disclaimers, liability, indemnification, disputes, and general terms survive to the extent necessary to carry out their purpose.
12.1 Independent Parties. The parties are independent contractors. These Beta Terms do not create an agency, employment, partnership, joint venture, fiduciary, franchise, or similar relationship. Neither party may bind the other.
13.1 Governing Law. North Carolina law governs these Beta Terms, without regard to conflict-of-laws rules.
13.2 Forum. Each party submits to the exclusive jurisdiction of the state and federal courts having jurisdiction over the county in North Carolina where the Company maintains its principal office and waives any objection based on personal jurisdiction or inconvenient forum.
13.3 Injunctive Relief. A breach involving confidential information, intellectual property, or unauthorized access may cause harm for which monetary damages are inadequate. The affected party may seek appropriate injunctive relief without limiting other available remedies.
14.1 Updates. We may update these Beta Terms during the Beta Program. We will provide reasonable notice of material changes. If you do not agree to a material change, you must stop using the Platform. Continued use after the stated effective date constitutes acceptance of the updated Beta Terms.
15.1 Entire Agreement and Order of Precedence. These Beta Terms and any applicable Data Protection Agreement are the entire agreement concerning the Beta Program and replace prior discussions on that subject. If they conflict, the Data Protection Agreement controls solely with respect to its subject matter, and these Beta Terms control otherwise.
15.2 Assignment. You may not assign these Beta Terms without the Company's prior written consent. The Company may assign them in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer of the Platform business.
15.3 Severability and Waiver. If a provision is unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will continue. A waiver must be in writing and applies only to the specific instance stated.
15.4 Electronic Communications. You consent to receive notices and communications electronically at the email address associated with your account. Electronic acceptance and signatures have the same effect as originals.
15.5 Contact. Questions about these Beta Terms may be sent to hello@advolutely.com.