HopeLinx — Terms & Conditions of Service (SaaS)

1. Scope; Order of Precedence

1.1 These Terms govern. These Terms govern your access to and use of the Service, and they supersede any prior or contemporaneous discussions or proposals regarding the Service.

1.2 Orders. Your purchase may be confirmed through an online checkout, invoice, quote, statement of work, order form, or similar ordering document (each an “Order”). Each Order is governed by these Terms.

1.3 Conflicting terms rejected. Any terms you send us (purchase orders, emails, “your standard terms,” vendor portal terms, etc.) are rejected and do not apply unless we expressly agree in writing.

1.4 Additional terms. The following may apply and are incorporated by reference if applicable:

• our Privacy Policy (if posted/linked at signup or in the Service),
• a Data Processing Addendum (“DPA”) if you provide Personal Data (as defined in the DPA),
• a Business Associate Agreement (“BAA”) if you require HIPAA terms (see Section 9.6),
• any Acceptable Use Policy (“AUP”) or similar usage policy we publish inside the Service or on our website.

1.5 Order of precedence. If there is a conflict, the following controls in this order:

1. a separately signed negotiated master agreement (if any) that states it overrides these Terms,
2. the applicable Order,
3. the DPA and/or BAA (if applicable),
4. the AUP (if applicable),
5. these Terms.

2. The Service; License; Ownership

2.1 The Service. HopeLinx provides cloud-based software for recovery housing, sober living, and related operations, plus any features, updates, add-ons, and support we make available (the “Service”).

2.2 License. Subject to these Terms and your active subscription, HopeLinx grants you a non-exclusive, non-transferable, limited right to access and use the Service solely for your internal business operations. The Service is licensed, not sold.

2.3 Ownership. HopeLinx (and its licensors) own all rights, title, and interest in and to the Service, including all software, code, designs, UI, documentation, and intellectual property. You receive no ownership rights.

2.4 Feedback. If you provide suggestions, ideas, or feedback, you grant HopeLinx a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without obligation to you.

2.5 Third-party services. The Service may integrate with third-party services (e.g., payment processors, messaging providers). Third-party services are governed by their own terms, and HopeLinx is not responsible for third-party systems, outages, or acts/omissions.

3. Accounts; Users; Responsibilities

3.1 Account authority. You represent that the person creating an account or placing an Order has authority to bind the Customer.

3.2 Admin controls. Your account administrator(s) (“Admin”) may create users, assign roles, configure settings, and manage permissions. You are responsible for all actions taken under your account and by your users.

3.3 Account security. You must safeguard usernames, passwords, API keys, and authentication methods. You will promptly notify us of any suspected unauthorized access.

3.4 Customer responsibilities. You are responsible for:

• the accuracy, quality, and legality of Customer Data (defined below),
• obtaining all required notices/consents/authorizations from residents, staff, and end users,
• complying with all applicable laws and regulations related to your use of the Service,
• maintaining your own devices, internet access, and security practices.

4. Free Trials; Betas

4.1 Trials. We may offer free trials (e.g., 14 days unless stated otherwise at signup). Eligibility and duration may change.

4.2 Trial end. Trial access ends automatically at the stated end time unless you activate a paid plan.

4.3 Early activation. If you activate a paid plan before the trial ends, the paid term begins immediately and remaining trial days are forfeited.

4.4 Beta / preview features. We may offer beta/preview features (“Beta Features”). Beta Features may be incomplete, may change, and may cause errors or data loss. Beta Features are provided “as is” and may be discontinued at any time.

5. Plans; Fees; Billing; Taxes

5.1 Plans. Subscription plans, pricing, and billing cadence (monthly/annual) are shown on our pricing page, in-product checkout, or the applicable Order.

5.2 No “growth tax” unless stated. Unless your Order expressly states otherwise, your subscription fee is flat for your organization and is not automatically based on beds, residents, or user count.

5.3 Startup / onboarding packages; professional services. We may offer optional onboarding/professional services (e.g., training, data/form imports, property/bed setup, workflow configuration, digitization with e-sign). These are billed separately per the applicable Order. Unless otherwise stated in an Order, professional services fees are non-refundable once delivered.

5.4 Billing timing; autopay authorization. Subscriptions are billed in advance on a recurring basis. You authorize HopeLinx (and our payment processors) to charge your payment method automatically for recurring fees, upgrades, and any other amounts due under an Order.

5.5 Upgrades/downgrades. Plan changes take effect as described at checkout or in the Order. We may prorate charges/credits at our discretion unless prohibited by law.

5.6 Taxes. Fees exclude taxes. You are responsible for all sales, use, VAT, withholding, or similar taxes (except taxes on our income), unless you provide a valid exemption certificate.

5.7 Price changes. We may change plan prices or introduce new fees for future terms. Any change applies at renewal or when you upgrade. We will provide reasonable notice (typically at least 30 days before renewal).

5.8 Refunds; No Proration. Because subscriptions and access to the Service are billed in advance, all subscription fees and other amounts paid are final and non-refundable, except where required by law or expressly stated in these Terms or an applicable Order. We do not provide refunds, credits, or prorated adjustments for partial subscription periods, unused time, downgrades, or early cancellation. If you cancel, your cancellation will take effect at the end of your then-current billing period (and any required notice period), and you will not be charged for subsequent renewals.

6. Late Payment; Suspension; Collections

6.1 Failed payments. If a payment fails, you must promptly update your payment method and pay all outstanding amounts.

6.2 Late fees. If any undisputed amount remains unpaid 14 calendar days past its due date, we may charge a late fee of 1.5% per month (or the maximum allowed by law, if lower).

6.3 Suspension. We may suspend or restrict access to the Service for overdue amounts, security risk, or prohibited use. Suspension does not waive your obligation to pay.

6.4 Collections. If payment remains outstanding more than 60 days after the due date, we may use a collection service. You are responsible for reasonable collection costs and legal expenses as permitted by law.

7. Term; Renewal; Cancellation

7.1 Term. These Terms begin when you first use the Service and continue while you have an active account or subscription.

7.2 Auto-renewal.

• Monthly plans renew month-to-month automatically.
• Annual plans renew for successive one-year terms automatically unless cancelled as below.

7.3 Cancellation by you.

• Monthly subscriptions may be cancelled with at least 30 days' notice (or via in-app cancellation that takes effect at the end of the current monthly billing period, if available).
• Annual subscriptions are non-cancellable during the paid annual term, except where required by law.

7.4 Termination/suspension for cause. We may suspend or terminate access immediately for material breach, including non-payment, prohibited use, or attempted compromise of the Service.

7.5 Effect of termination. Upon termination, your right to use the Service ends. Fees already paid are non-refundable except as required by law or expressly stated in these Terms or an applicable Order.

8. Acceptable Use; Restrictions

You will not, and will not permit others to:

1. reverse engineer, decompile, or attempt to derive source code;
2. copy, modify, frame, mirror, or create derivative works except as expressly allowed;
3. share logins or allow unauthorized access;
4. use the Service to store/transmit unlawful, infringing, harmful, abusive, or deceptive content;
5. use the Service to build a competing product or to benchmark publicly without our written consent;
6. interfere with or disrupt the Service, bypass rate limits, or attempt unauthorized access;
7. upload or store payment card data, bank account credentials, or other highly sensitive financial data in the Service (except through approved, embedded payment workflows handled by a payment processor).

We may monitor or audit usage to confirm compliance and to protect the Service and other customers. (We will not access your Customer Data except as necessary to provide support, maintain the Service, comply with law, or as otherwise permitted by these Terms.)

9. Your Data; Privacy; Security

9.1 Customer Data. “Customer Data” means data you or your users submit to the Service, including resident/staff operational data and uploaded files.

9.2 Ownership. You own Customer Data. You grant HopeLinx the rights needed to host, process, back up, transmit, and display Customer Data to provide and improve the Service.

9.3 Aggregated/Usage Data. We may collect usage and technical data (e.g., logs, device/browser info, feature usage). We may use aggregated and/or de-identified data to operate, analyze, secure, and improve the Service.

9.4 Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data. However, no system is 100% secure; you are responsible for securing your account access and devices.

9.5 Data export; retention. While your account is active, you may export Customer Data using available tools. After termination, we will retain Customer Data for 30 days, after which we may delete it unless legally required to retain it longer.

9.6 HIPAA / PHI (if applicable). If you are a HIPAA covered entity or business associate and you intend to store or process Protected Health Information (“PHI”) in the Service, you must request and execute a BAA with HopeLinx before uploading PHI. Until a BAA is executed, you agree not to upload PHI to the Service. (HIPAA generally requires covered entities/business associates to have contracts with business associates that handle PHI.)

10. Confidentiality

Each party (“Receiving Party”) may receive non-public information from the other (“Disclosing Party”) that a reasonable person would consider confidential (“Confidential Information”). The Receiving Party will:

• protect Confidential Information using at least reasonable care, and
• use it only to perform under these Terms.

Confidential Information does not include information that is publicly available through no fault of the Receiving Party, already known by the Receiving Party without restriction, independently developed, or rightfully received from a third party without breach of duty. These confidentiality obligations survive termination.

11. Disclaimers

11.1 Service disclaimer. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOPELINX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 No guarantee. We do not guarantee uninterrupted, error-free operation. We are not responsible for outages or failures caused by third-party services, networks, hosting providers, or the public internet.

11.3 No clinical/medical advice. The Service supports operational workflows. It does not provide medical, clinical, or emergency services, and it is not a substitute for professional judgment.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; AND
2. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO HOPELINX IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

13.1 By you. You will indemnify and hold harmless HopeLinx and its owners, employees, contractors, and agents from any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising out of: (a) your or your users' misuse of the Service, (b) your breach of these Terms, (c) your violation of law, or (d) Customer Data (including if it infringes or violates a third party's rights).

13.2 By HopeLinx (IP claims). We will defend you from third-party claims that the Service, when used as authorized, infringes a U.S. copyright, trademark, or patent, and we will pay finally awarded damages and reasonable attorneys' fees, provided that you: (i) promptly notify us, (ii) allow us to control the defense/settlement, and (iii) reasonably cooperate.

This obligation does not apply to claims arising from: (a) Customer Data, (b) your modification of the Service, (c) use of the Service in combination with items not provided by HopeLinx, (d) your breach of these Terms, or (e) Beta Features.

13.3 Mitigation. If the Service becomes (or in our view is likely to become) the subject of an infringement claim, we may: (i) modify it to be non-infringing, (ii) obtain the right for you to continue using it, or (iii) terminate the affected portion and refund prepaid, unused subscription fees for that portion.

14. Compliance; Export; Communications

14.1 Legal compliance. Each party will comply with laws applicable to its performance under these Terms.

14.2 Export and sanctions. You may not use the Service in violation of U.S. export laws, sanctions, or embargoes, and you represent you are not located in a prohibited jurisdiction or on a restricted list.

14.3 Messaging compliance. If you use texting, emailing, or calling features (directly or via integrations), you are responsible for complying with applicable laws (e.g., consent requirements, opt-out, TCPA, CAN-SPAM, state laws).

15. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted in the Service or on our website, and we will provide reasonable notice when feasible. Continued use of the Service after the effective date of updated Terms means you accept the revised Terms.

16. Governing Law; Venue

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-laws rules. Any dispute must be brought exclusively in state or federal courts located in Lucas County, Ohio, and both parties consent to that jurisdiction and venue.

17. Miscellaneous

17.1 Entire agreement. These Terms and any Orders, plus any DPA/BAA if applicable, are the entire agreement and supersede prior discussions.

17.2 Assignment. You may not assign these Terms without our written consent. We may assign to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all assets.

17.3 Severability. If any provision is unenforceable, the remaining provisions remain in effect.

17.4 Waiver. Failure to enforce a provision is not a waiver.

17.5 Force majeure. Neither party is liable for delays beyond reasonable control (e.g., disasters, outages, labor issues).

17.6 Relationship. The parties are independent contractors. No partnership, joint venture, or employment relationship is created.

17.7 Survival. Sections that by their nature should survive (including Ownership, Fees, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Miscellaneous) will survive termination.