These Terms govern access to Pro KPO websites, agency dashboards, caregiver and client portals, mobile applications, ROXY voice and AI features, APIs, reports, electronic visit verification tools, communications, and related support (collectively, the “Service”). The customer named in an order form or subscription (“Agency”) accepts these Terms for itself and its authorized users. If an order form, business associate agreement (“BAA”), data processing addendum, or written enterprise agreement conflicts with these Terms, the signed agreement controls for that conflict.

You must be legally able to enter a binding agreement and authorized by the Agency to use the Service. The Agency is responsible for selecting administrators, assigning roles, confirming that caregivers and family users are authorized, and promptly removing access when it is no longer appropriate.

Users must provide accurate account information, protect credentials and PINs, use individual accounts, and promptly report suspected unauthorized access. Agencies must not share administrator accounts. Each Agency is a separate tenant. Access to another tenant’s data, credentials, phone numbers, integrations, or API keys is prohibited.

The Service may be used for lawful home-care operations such as scheduling, attendance, shift coverage, care-plan reminders, handovers, messaging, billing preparation, payroll calculations, reporting, family updates, and approved AI assistance. The Agency remains responsible for its workforce, client services, clinical policies, documentation standards, payroll, billing, and regulatory compliance.

You may not misuse credentials; access data without authorization; interfere with security; reverse engineer except where law expressly permits; introduce malicious code; scrape or resell the Service; use the Service for surveillance outside an active, consented shift; submit illegal, discriminatory, deceptive, or harmful content; impersonate another person; falsify attendance or care records; or use AI output to make an unreviewed employment, clinical, legal, or financial decision.

When enabled by an Agency, precise location may be collected for clock-in, clock-out, route or distance calculations, and during an active shift after the caregiver receives notice and grants the required device permission. Active-shift monitoring stops at clock-out. Geofence results, device accuracy, connectivity, and map-provider data may be incomplete or delayed. Agencies must provide legally required notices, obtain consents, offer required accommodations or exemptions, review exceptions, and determine whether records satisfy the EVV rules applicable to their programs. The Service does not guarantee reimbursement or regulatory acceptance.

Care templates, checklist items, timed reminders, handover summaries, and alerts support an Agency-approved care plan. They are not medical advice, diagnosis, prescribing, emergency monitoring, or a substitute for instructions from a licensed clinician. Agencies must verify that instructions are current, clear, authorized, within each worker’s permitted scope, and visible only to appropriate users. Users must pause and contact the Agency or appropriate clinician when an instruction is unclear or a client’s condition changes. Call emergency services for emergencies.

AI features may draft schedules, messages, summaries, reports, searches, or workflow actions. AI output can be incomplete, delayed, or incorrect. Users must review outputs before relying on, sending, publishing, paying, billing, scheduling, or recording them. Confirmation may be required before a change is applied. Pro KPO does not use a conversational voice to provide medical, legal, tax, payroll, or employment advice. The Agency is responsible for final decisions and for configuring who may use AI tools.

The Service may send email, SMS, in-app notices, push notifications, or place calls only when configured and authorized. The Agency is responsible for lawful contact lists, consent, calling hours, message content, opt-outs, and compliance with telemarketing, recording, labor, and privacy laws. Emergency communications must not rely solely on the Service.

Roxy-call by Pro KPO SMS program: Recipients who affirmatively opt in may receive recurring operational workforce messages about new shift offers, assignment confirmations, clock-in exceptions, and urgent coverage. Message frequency varies according to scheduling and attendance activity. Message and data rates may apply. Consent is not a condition of employment or purchase. Reply HELP for help or contact hello@prokpo.ai or 617-308-0092. Reply STOP to opt out. After opting out, a recipient may reply START to opt back in. Carriers are not liable for delayed or undelivered messages. Wireless carriers and Pro KPO may limit or terminate messaging for misuse. See the Privacy Policy for information about mobile data and consent.

The Agency retains its rights in data it submits or controls (“Agency Data”). The Agency grants Pro KPO a limited right to host, process, transmit, back up, and display Agency Data only to provide, secure, support, and improve the Service as permitted by the applicable agreement and law. The Agency represents that it has the necessary authority, notices, consents, and legal basis for Agency Data and its processing instructions.

Where Pro KPO creates, receives, maintains, or transmits protected health information on behalf of a HIPAA covered entity or business associate, the parties must execute an applicable BAA before using the Service for that information. A subscription or these Terms alone is not a BAA. The Agency must not place protected health information into a feature, integration, AI provider, or communication channel that is not approved for that purpose. The signed BAA controls the handling of protected health information.

Pro KPO uses administrative, technical, and organizational safeguards designed for the nature of the Service. No system is completely secure. The Agency must configure least-privilege access, maintain supported devices, review audit logs and alerts, train users, preserve accurate contact details, and notify Pro KPO promptly of suspected incidents. Privacy, retention, export, deletion, breach-response, and data-subject obligations may also be addressed in a BAA or data processing addendum. Applicable breach-notification law depends on the parties and data involved.

Users may upload or capture only content authorized by Agency policy and law. Do not photograph a client’s face, medication label, private document, or another sensitive item unless it is necessary, authorized, and appropriate. The Agency is responsible for consent to voice recordings, call recordings, photographs, digital signatures, and family access.

Maps, payment providers, email delivery, calling, workforce systems, app stores, AI providers, and other integrations are operated by third parties under their own terms. Availability, accuracy, pricing, and data practices may change. Agency-specific credentials and integrations must not be shared with another tenant. Pro KPO is not responsible for a third-party service outside its control.

Fees, minimum commitments, per-user charges, AI credits, voice minutes, calling charges, overages, billing cycle, and renewal terms are stated in the applicable order or plan. Unless the order says otherwise, fees are non-refundable except where required by law, usage credits have no cash value, and the Agency is responsible for applicable taxes other than taxes on Pro KPO’s net income. Late or unpaid amounts may result in restricted or suspended access after applicable notice.

Pro KPO may update the Service for security, law, compatibility, usability, or product improvement. Features identified as preview, beta, demo, modeled, or future may change or be discontinued and should not be used for production care without written approval. Planned maintenance and events outside reasonable control may affect availability. Any service-level commitment must be stated in a signed agreement.

Pro KPO and its licensors retain all rights in the Service, software, designs, models, documentation, trademarks, and improvements, excluding Agency Data. Subject to payment and these Terms, the Agency receives a limited, non-exclusive, non-transferable right to use the Service during the subscription. Feedback may be used without restriction or payment, provided it does not identify a client or disclose protected information.

Each party must protect the other party’s non-public business, technical, security, pricing, and client information using reasonable care and use it only for the relationship. Confidentiality does not cover information lawfully public, already known without restriction, independently developed, or rightfully received from another source. Legally required disclosure may be made after notice when permitted.

Pro KPO may suspend access reasonably necessary to address a security threat, unlawful use, material breach, risk to a client, or overdue payment. Either party may terminate as provided in the order form or for an uncured material breach after any required cure period. On termination, access ends and outstanding fees remain due. Data export and deletion follow the signed agreement, applicable retention requirements, and law; some audit, billing, security, or backup records may be retained where legally permitted or required.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PRO KPO DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRO KPO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE BY ITSELF FOR CLINICAL CARE, EMERGENCY RESPONSE, LEGAL COMPLIANCE, PAYROLL, BILLING, EVV SUBMISSION, OR ANY PARTICULAR REIMBURSEMENT PROGRAM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR AMOUNTS THAT CANNOT LAWFULLY BE LIMITED AND ANY DIFFERENT LIMIT IN A SIGNED AGREEMENT, PRO KPO’S AGGREGATE LIABILITY ARISING FROM THE SERVICE WILL NOT EXCEED FEES PAID BY THE AGENCY FOR THE SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

To the extent permitted by law, the Agency will defend and indemnify Pro KPO from third-party claims arising from Agency Data, unlawful or unauthorized use, Agency-configured care instructions, employment or clinical decisions, failure to obtain required consent, or violation of law or these Terms, except to the extent caused by Pro KPO’s breach. Any different indemnity procedure in a signed agreement controls.

The governing law, venue, dispute process, and notice addresses stated in a signed order or enterprise agreement apply. If no signed agreement addresses an issue, the law and courts with jurisdiction under applicable conflict-of-law and procedural rules govern. Any mandatory rights or remedies that cannot lawfully be waived remain unaffected.

Pro KPO may update these Terms prospectively. Material changes will be communicated through the Service, email, or website and will state a new effective date. Continued use after the effective date constitutes acceptance where permitted by law. Questions, legal notices, and requests may be sent to legal@prokpo.ai. Agency notices must also use any address stated in its order form.