Terms of Service

These Terms govern your use of the Kedara App. Your use of kedara.care and Kedara Guide is governed separately by the Kedara Website and Guide Terms of Use at https://kedara.care/guide_terms_of_service.

1. THE SERVICES

Kedara, Inc. ("Kedara," "we," "us") provides the Kedara App, a care coordination application for families coordinating care for an aging adult. The App and everything made available through it are the "Services."

The Services let you:

• create a care group and manage its members and their roles;
• add a care receiver, either as a record managed by family members or as a participant with their own account;
• record a structured care profile for a care receiver;
• create tasks and events, assign them, and track their status;
• record vital sign readings and meal entries;
• keep care contacts;
• upload, store and download documents;
• receive reminders for tasks and events; and
• ask an AI assistant to summarize the care information in your group.

The assistant summarizes your own records. It retrieves care information you and your group have entered, within your authorized scope, and returns a summary. It does not answer general questions about aging care services, and it does not read the contents of documents you upload. It reads document titles and categories only.

The Services are informational and organizational. They are not a medical device and do not provide healthcare. Section 13 governs.

2. ACCEPTANCE

These Terms, together with the Kedara Privacy Policy at https://kedara.care/privacy, incorporated by reference, form a binding agreement between you and Kedara. By registering an account, accessing, or using the Services, you agree to them. If you do not agree, do not use the Services.

Each person accepts these Terms on their own behalf. No user accepts them for, or binds, another person.

Where you have a separate written agreement with Kedara covering the Services, that agreement controls the matters it addresses.

3. ELIGIBILITY

You must be at least 18 years of age and able to enter a binding contract.

The Services are offered to adults coordinating care for an aging adult, and to care receivers who choose to hold an account and participate in their own care group.

You confirm you are not located in, or a national or resident of, any country subject to a United States Government embargo, and are not on any United States Government list of prohibited or restricted parties.

4. YOUR ACCOUNT

4.1 Using the Services requires an individual account.

4.2 Your account and credentials are personal to you and are not transferable. Do not disclose your credentials or let another person use your account. To let another person participate in a care group, invite them to register their own account.

4.3 You are responsible for activity under your account. Notify us at [email protected] if you believe your account has been accessed without your permission.

4.4 We may suspend or close your account under Section 18.

5. YOUR CONTENT

5.1 Ownership. You keep all right, title and interest in what you submit to the Services ("Your Content"). These Terms transfer no ownership to Kedara.

5.2 License. You grant Kedara a non-exclusive, worldwide, royalty-free, fully paid license to host, store, reproduce, process, transmit and display Your Content as necessary to operate the Services, including displaying it to other members of your care group according to their role, to provide support, to enforce these Terms, and to comply with law. The license ends when you delete the content or close your account, subject to the retention criteria in the Privacy Policy and our legal retention obligations.

5.3 Content in a care group. You choose whom to invite to a care group and what role to give them, and you may change a member's role or remove them at any time. Removing a member ends their access. It does not recall what they have already seen, copied or downloaded.

5.4 Authority over another person's information. Where Your Content includes information about any person other than yourself, you represent that you hold the legal authority or that person's informed consent to collect, submit, store and disclose it through the Services. You are responsible for determining the scope of your authority. Your indemnity under Section 17 covers any claim arising from a breach of this Section.

5.5 Accuracy. You are responsible for the accuracy of Your Content, including care profile information, any medication details you enter, vital sign readings, and appointment details.

5.6 Prohibited content. Do not submit anything unlawful, anything that infringes a third party's rights, malicious code, or any information you are not authorized to hold.

5.7 Keep your own records. Do not rely on the Services as your only record of an advance healthcare directive, a power of attorney, a medication list, or any other document of medical or legal significance. Keep independent copies.

5.8 Feedback. Any suggestion, bug report or feature request you send us may be used for any purpose, without restriction, attribution or payment. This does not apply to Your Content.

6. PRIVACY

The Kedara Privacy Policy at https://kedara.care/privacy describes how we handle information and is incorporated into these Terms.

We do not use Your Content to train, fine-tune or develop artificial intelligence or machine learning models. This includes the queries you put to the assistant and the summaries it returns. Our model providers are contractually prohibited from doing so.

7. FEES

7.1 We may introduce paid features or subscriptions. We will publish the pricing and payment terms first, and will not charge you without your authorization at the point of purchase.

7.2 Where you have a separate agreement with us covering fees, that agreement governs.

8. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California residents are entitled to this notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

9. PROHIBITED USES

Do not, and do not permit anyone else to:

(a) use the Services unlawfully, or to harass, threaten, defame or impersonate anyone;

(b) access any part of the Services, any account, or any system or network without authorization;

(c) scrape, crawl, harvest or bulk-extract any content from the Services;

(d) reverse engineer, decompile or attempt to derive the source code, models, model weights, prompts or underlying structure of the Services;

(e) circumvent, disable or interfere with any security, rate-limiting or access-control feature;

(f) introduce any virus, worm or other malicious code;

(g) use the Services, or their output, to develop or train a competing product;

(h) resell, sublicense, lease or commercially exploit the Services without our written consent; or

(i) use automated means to access the Services except as we permit in writing.

10. THIRD PARTIES

10.1 We engage third-party service providers to operate and support the Services. The Privacy Policy describes the categories of providers and the restrictions under which they process information.

10.2 The Services may link to websites or services operated by third parties. We do not control them and are not responsible for them. Your use of any third-party service is subject to that party's terms.

10.3 Any care worker, agency, facility or other third party you invite into a care group, or whose details you record as a care contact, is independent of Kedara. We are not party to any arrangement between you and them.

11. APPLICATION LICENSE; APP STORE TERMS

11.1 Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Kedara App on devices you own or control, and to access the web application, for your personal, non-commercial use. All rights not granted are reserved.

11.2 These Terms are between you and Kedara, not Apple Inc. or Google LLC. Neither is a party.

11.3 Neither Apple nor Google must provide maintenance or support for the App.

11.4 If the App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any. To the maximum extent permitted by law, Apple has no other warranty obligation.

11.5 Neither Apple nor Google is responsible for any claim by you or a third party relating to the App, including product liability claims, claims that the App fails to meet a legal or regulatory requirement, and claims under consumer protection or privacy law.

11.6 If a third party claims the App or your use of it infringes their intellectual property, neither Apple nor Google is responsible for investigating, defending, settling or discharging that claim.

11.7 You confirm the representations in Section 3 about embargoed countries and restricted-party lists, and that you will use the App only as the Apple App Store Terms of Service or Google Play Terms of Service permit.

11.8 Apple Inc. and its subsidiaries are third-party beneficiaries of this Section and of these Terms, and may enforce them against you.

12. LOCATION

The Services are offered for use in the United States and are hosted and administered in the United States. You are responsible for complying with the law of any jurisdiction from which you access them.

13. LIMITS OF THE SERVICES

13.1 Not a medical device; no healthcare. The Services are general wellness and coordination tools. They are not intended for the diagnosis, cure, mitigation, treatment or prevention of any disease or condition, and are not intended for clinical use. Using the Services creates no physician-patient or other healthcare professional relationship with Kedara. We do not employ clinicians to advise on medical decisions.

13.3 Entries are coordination data. Every vital sign, measurement and observation in the Services is entered by a person, not captured by a device. They are not medical device output and must not be treated as clinical measurements.

13.4 Assistant summaries. The assistant summarizes information you and your group have entered. Summaries may be incomplete or inaccurate. Check the record itself before acting on one.

13.5 Not a home care agency. Kedara is not a home care agency, home health agency or licensed care provider. We hold no such license, do not prepare plans of care, and do not employ or supervise care workers.

13.6 No legal or financial advice. Nothing in the Services is legal, tax or financial advice.

14. INTELLECTUAL PROPERTY

14.1 "Kedara" and the Kedara logo are trademarks of Kedara, Inc. All software, design, text, graphics and other content we make available through the Services is owned or licensed by Kedara and protected by United States and international copyright, trademark, trade secret and other intellectual property law.

14.2 Except for the license in Section 11.1, no right or interest in the Services passes to you. All rights not granted are reserved.

14.3 Send notices of claimed copyright infringement to [email protected].

15. DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEDARA DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR ANY SERVER MAKING THEM AVAILABLE ARE FREE OF HARMFUL COMPONENTS; THAT YOUR CONTENT WILL NOT BE LOST OR CORRUPTED; OR THAT ANY ASSISTANT OUTPUT OR OTHER CONTENT IS ACCURATE, COMPLETE, CURRENT OR RELIABLE.

NO ADVICE OR INFORMATION OBTAINED FROM KEDARA OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT STATED HERE.

SOME JURISDICTIONS DO NOT PERMIT CERTAIN EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEDARA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, ON ANY THEORY, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS ($100) OR THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

WE ARE NOT LIABLE FOR THE CONDUCT OF ANY MEMBER OF YOUR CARE GROUP, OR FOR THE ACTS OR OMISSIONS OF ANY CARE WORKER, AGENCY, PROVIDER, FACILITY OR OTHER THIRD PARTY.

THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS, AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. NOTHING HERE LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. INDEMNIFICATION

You will indemnify, defend and hold harmless Kedara and its officers, directors, employees and agents against any third-party claim, demand, liability, damage, loss and expense, including reasonable attorneys' fees, arising out of or relating to: (a) your breach of these Terms; (b) Your Content; (c) your submission of information about another person without the authority or consent required by Section 5.4; (d) the access you granted to a member of your care group, or your failure to remove it; (e) your arrangement with any care worker or third party; or (f) your use or misuse of the Services.

18. TERM AND TERMINATION

18.1 These Terms take effect when you first access or use the Services and continue until your account is closed or your access ends.

18.2 You may stop using the Services and close your account at any time.

18.3 Deletion grace period. A deletion request takes effect after a grace period during which you may cancel it, as described in the Privacy Policy. Requesting or canceling deletion requires recent authentication. Only a member who manages a care group may request its deletion. A legal hold may prevent deletion.

18.4 We may suspend or terminate your access, with or without notice, if you breach these Terms, if law or legal process requires it, if a security or integrity risk requires it, or if we discontinue the Services.

18.5 On closing your account, or on termination of your access by us, your right to access the Services ends immediately. The Privacy Policy describes how we handle Your Content afterwards.

18.6 Survival. Any provision of these Terms that by its nature should continue after termination will continue, including the provisions on ownership of Your Content, feedback, privacy, third parties, the Apple and Google terms, limits of the Services, intellectual property, disclaimers, limitation of liability, indemnification, governing law, the time limit on claims, and contact details. Your license to install and use the App ends on termination.

19. GOVERNING LAW AND VENUE

19.1 These Terms, and any dispute arising out of them or the Services, are governed by California law, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

19.2 Before starting any proceeding, both parties will try in good faith to resolve the dispute informally. Send written notice to [email protected]. The parties then have sixty days to reach resolution.

19.3 Subject to 19.2, both parties consent to the exclusive jurisdiction and venue of the state and federal courts in Sacramento County, California.

19.4 Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to stop unauthorized use or abuse of the Services or infringement of its intellectual property.

20. TIME LIMIT ON CLAIMS

ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE BROUGHT WITHIN ONE YEAR AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED.

21. CHANGES

21.1 We may change these Terms by posting an updated version. A minor change takes effect when we post it. A material change takes effect thirty days after we notify you by email or in the Services.

21.2 Continuing to use the Services after a change takes effect means you accept it. If you do not accept it, stop using the Services and close your account before the effective date.

21.3 We may change, add to or discontinue any feature at any time.

22. GENERAL

22.1 Entire agreement. These Terms are the entire agreement between you and Kedara about the Services and supersede prior understandings, subject to Section 2.

22.2 Severability. An unenforceable provision is limited or removed to the minimum extent necessary; the rest stays in force.

22.3 No waiver. Not enforcing a provision does not waive it.

22.4 Assignment. You may not assign these Terms without our written consent. We may assign them, including in a merger, acquisition, reorganization or sale of assets.

22.5 Relationship. These Terms create no partnership, joint venture, agency, employment or fiduciary relationship.

22.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

22.7 Electronic communications and signatures. You consent to receive communications from us electronically, including account, security and service notices, and reminders for tasks and events you create. Your electronic acceptance of these Terms has the same effect as a handwritten signature.

22.8 Notices. We may give you notice by email to the address on your account or by posting in the Services. Send notices to us at the address in Section 23.

22.9 Government end use. The Services are commercial computer software. Use, duplication or disclosure by the United States Government is subject to FAR 12.212 and DFARS 227.7202.

22.10 Export. You will comply with applicable United States and foreign export control and sanctions law.

22.11 Headings. Headings are for convenience and do not affect interpretation.

23. CONTACT

Kedara, Inc. 2108 N ST #12687, Sacramento, CA 95816. Email: [email protected].