Terms of Service

1. Agreement

By accessing or using ProgencyAI (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are accessing the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree, do not use the Service.

2. Description of Service

ProgencyAI provides care-management software for Missouri DMH/DD licensed group-home providers, including consumer records management, medication administration records (MARs), staff scheduling, compliance tracking, and an AI-assisted assistant. We may update, extend, or discontinue features at our discretion with reasonable notice.

3. Eligibility

You must be a licensed or authorized care provider operating under Missouri DMH/DD regulations, or an employee or agent of such a provider, to use the Service. You affirm that you are at least 18 years old and legally able to enter into this agreement.

4. Accounts and access

• You are responsible for maintaining the confidentiality of your login credentials.
• You must promptly notify us of any unauthorized use of your account.
• Each login is personal and may not be shared. Organizations are responsible for managing user access and for deactivating accounts when staff members leave.
• We reserve the right to suspend or terminate accounts for violations of these Terms.

5. Acceptable use

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable regulations, including HIPAA and Missouri DMH/DD requirements
• Attempt to gain unauthorized access to any part of the Service or its underlying systems
• Introduce malware, bots, or other harmful code
• Reverse-engineer, decompile, or disassemble any part of the Service
• Resell or sublicense access to the Service without written permission
• Use automated tools to scrape or bulk-extract data from the Service

6. Your data

You retain all ownership of the data your organization enters into the Service. By using the Service you grant us a limited license to store, process, and display that data solely to operate and improve the Service on your behalf. We act as a data processor; you remain the data controller. We will not use your data for any purpose beyond providing the Service.

We do not sell, share, or disclose your data to any third party. See our Privacy Policy for full details.

7. HIPAA

If your use of the Service involves protected health information (PHI) as defined by HIPAA, you and ProgencyAI will each fulfill the obligations of the applicable Business Associate Agreement (BAA) executed between the parties. The Service is designed and operated with HIPAA-compliant safeguards. A BAA is available upon request and is required before any PHI may be entered into the Service.

8. AI features

The Service includes AI-assisted features. These features process information within our controlled infrastructure. No information is transmitted to external AI providers or third parties. AI-generated suggestions are intended to assist qualified professionals and do not constitute medical, clinical, or legal advice. You are solely responsible for all care decisions made using the Service.

9. Fees and billing

Subscription fees are set forth in your order form or the applicable billing agreement. Fees are due in advance for each billing period. We may adjust pricing with 30 days' notice. Failure to pay may result in suspension of access.

10. Intellectual property

The Service, including its software, design, text, and branding, is owned by ProgencyAI and protected by copyright and other intellectual-property laws. These Terms grant you a limited, non-exclusive, non-transferable license to use the Service as described herein. No other license is granted.

11. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, or uninterrupted availability. We do not warrant that the Service will be error-free.

12. Limitation of liability

To the maximum extent permitted by law, ProgencyAI's total liability for any claim arising out of or related to these Terms or the Service shall not exceed the amounts paid by you to us in the three months preceding the claim. In no event shall we be liable for indirect, incidental, consequential, punitive, or special damages.

13. Indemnification

You agree to defend, indemnify, and hold ProgencyAI harmless from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, or your violation of applicable law.

14. Termination

Either party may terminate the agreement with 30 days' written notice. We may terminate immediately for material breach. Upon termination you may request an export of your data within 30 days; after that period we may delete it.

15. Governing law

These Terms are governed by the laws of the State of Missouri, without regard to conflict-of-law principles. Any dispute shall be resolved in the state or federal courts located in Missouri.

16. Changes to these Terms

We may update these Terms. We will notify you by email or in-app notice at least 14 days before material changes take effect. Continued use after the effective date constitutes acceptance.

17. Contact

Questions about these Terms may be directed to:

ProgencyAI
Email: support@progencyai.com