Terms of Service.

These Terms of Service (“Terms”) are a contract between you and Compassly, LLC (“Compassly,” “we,” “us”). They apply when you visit compassly.io, request a demo, create or use a Compassly account, or otherwise access our software and related services (together, the “Services”).

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization. If you do not agree, do not use the Services.

Certain features are governed by additional documents referenced in these Terms, including the Privacy Policy, SMS Terms, and Business Associate Agreement. Those documents are part of this agreement when they apply to you.

The following terms have specific meanings throughout this document.

• “Customer” means the organization that subscribes to the Services, whether through an order form or by accepting these Terms.
• “Order Form” means an ordering document, quote, statement of work, or similar commercial document executed by Customer and Compassly.
• “Authorized User” means an individual the Customer permits to access the Services, including workforce members, supervisors, and administrators.
• “Customer Data” means data, records, documentation, and content that Customer or its Authorized Users submit to or generate within the Services.
• “PHI” means protected health information as defined by HIPAA, when created, received, maintained, or transmitted by Compassly for Customer.
• “Documentation” means the product guides, help center articles, and security materials Compassly makes available for the Services.
• “Subscription Term” means the period during which Customer is licensed to use the Services, as stated in the Order Form.
• “Aggregated Data” means de-identified, statistical, or usage data derived from operation of the Services that does not identify Customer, any individual, or any patient.

Compassly agreements are layered. If documents conflict, the following order applies, from highest to lowest: (1) a fully executed Business Associate Agreement, for any matter involving PHI; (2) a signed customer agreement or Order Form; (3) any product-specific or program-specific policy referenced in those documents; (4) these Terms; and (5) the Documentation.

A signed agreement does not have to restate these Terms to rely on them. Anything a signed agreement does not address is governed by this document.

The Services are built for behavioral health organizations and their authorized workforce. They are not intended for consumer self-treatment and are not a substitute for clinical judgment, emergency care, or professional licensure.

You must be at least 18 years old, or the age of majority in your jurisdiction, to create an account. You may not use the Services if you are barred under applicable law or if we have previously suspended your access.

The Services are provided from the United States and are intended for use by organizations operating in the United States. We do not represent that the Services are appropriate for use in other jurisdictions.

Customer administrators invite Authorized Users and assign roles. Access is role-based, and Customer is responsible for provisioning roles that match each person’s clinical and administrative scope.

You are responsible for the accuracy of account information, for keeping credentials confidential, and for activity that occurs under your login, including any biometric unlock enabled on a device you control.

Notify us promptly at support@compassly.io if you believe an account or device has been compromised. We may require multi-factor authentication and may suspend an account to protect the Services, PHI, or other customers.

As between the parties, Customer retains all right, title, and interest in Customer Data. Compassly claims no ownership of clinical documentation, scheduling, medication, or related operational records created in the product.

Compassly processes Customer Data to provide, secure, support, and improve the Services, and as otherwise instructed by Customer through the product’s configuration and features.

Where Compassly creates, receives, maintains, or transmits PHI for a covered entity or business associate, a Business Associate Agreement must be in place before that use. The BAA, not these Terms, governs permitted uses and disclosures of PHI.

Marketing-site visitors and demo leads are handled under the Privacy Policy and are not treated as PHI unless that information later becomes Customer Data inside a customer environment.

Customer represents and warrants that it has the legal right to submit Customer Data and to authorize Compassly to process it, including any consents, authorizations, notices, and workforce policies required by HIPAA, state privacy and health records law, and applicable professional licensing rules.

Customer is responsible for the clinical accuracy of its records, for supervising its Authorized Users, for maintaining its own regulatory compliance program, and for determining whether the Services meet its documentation and retention obligations.

Customer will maintain reasonable administrative, physical, and technical safeguards on the devices and networks its workforce uses to access the Services, and will promptly deprovision users who leave or change roles.

Subject to these Terms and any applicable Order Form, Compassly grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for its internal behavioral health operations.

Compassly and its licensors retain all right, title, and interest in the Services, software, Documentation, trademarks, and any improvements to them. No rights are granted except as expressly stated here.

If you send us feedback, feature requests, or suggestions, we may use them to improve the Services without restriction, attribution, or payment. We will not include your confidential information or Customer Data in that use.

You will not, and will not permit others to:

• Misuse the Services to harm patients, workforce members, or other organizations, or to violate privacy, security, or clinical-record laws.
• Probe, scan, or attack the Services, bypass access controls, or share logins except as permitted by an assigned role.
• Upload malware, scrape the Services at a volume that degrades performance, or reverse engineer the software except where that restriction is unenforceable by law.
• Use the Services to send unlawful, deceptive, or unconsented communications, including messaging that violates the TCPA, CAN-SPAM, or carrier rules.
• Resell, time-share, or provide the Services as a service bureau to a third party without our written consent.
• Represent Compassly as providing medical advice, guaranteed clinical outcomes, or a public emergency service.

If your organization enables SMS or similar messaging, the Compassly SMS Terms apply in addition to this document. Message frequency varies by configuration, and consent to messaging is never a condition of purchasing Compassly.

Customer is responsible for obtaining and documenting the consents required for the recipients it messages, and for honoring opt-outs its recipients send.

The Services may interoperate with identity, cloud, app store, documentation, or communications providers. Those providers operate under their own terms, and Compassly is not responsible for third-party products, sites, or outages outside our reasonable control.

If Customer enables an integration, it authorizes Compassly to transmit Customer Data to that provider as needed for the integration to function. Customer is responsible for its relationship with that provider, including any separate fees and any agreement required for that provider to handle PHI.

A current list of material subprocessors used to deliver the product is available on request during a security review. We do not publish an incomplete vendor roster on this website.

Some features may use automated or machine-learning assistance to draft, summarize, classify, or surface information. Any such feature is a decision-support aid. It does not practice medicine, and a qualified human remains responsible for reviewing and approving clinical content before it is relied on.

Where an AI-assisted feature is offered, its data handling is described in the Documentation and, where applicable, in a separate AI policy or Order Form terms. We do not use PHI to train general-purpose models for other customers.

When a school district or education agency uses the Services, records maintained on its behalf may be education records under FERPA and comparable state law. In that case Compassly acts as a school official with a legitimate educational interest, or under the terms of a separate education data agreement, and uses those records only to deliver the Services.

Education customers are responsible for issuing required annual notices, designating directory information, and handling parent and eligible-student requests. Compassly will support those requests as described in the applicable agreement.

Compassly is sold through a sales-led process. There is no public price list. The Subscription Term, environments, seat or user counts, included modules, and any usage limits are defined in the Order Form.

Renewal, any notice period required to prevent renewal, and the process for adding seats or modules mid-term are governed by that Order Form. Where it is silent, a subscription continues for the stated term and then expires.

Trials, pilots, and proof-of-concept environments are provided for the stated evaluation period only, may have reduced functionality, and may be discontinued at the end of that period.

Fees are stated in the Order Form and are due as invoiced. Unless that document says otherwise, fees are non-refundable except where required by law or expressly agreed in writing.

Fees are exclusive of sales, use, VAT, and similar taxes, which are Customer’s responsibility other than taxes on Compassly’s income. Customer is responsible for providing accurate billing information and any exemption documentation.

We may suspend access for material non-payment after written notice and a reasonable opportunity to cure. Suspension for non-payment does not relieve Customer of amounts owed for the Subscription Term.

We operate the Services to be available on a continuous basis, apart from planned maintenance and events outside our reasonable control. We aim to schedule disruptive maintenance outside common care-delivery hours and to give advance notice of planned downtime that we expect to be material.

Any committed availability target, maintenance window, credit, or support response time applies only if it is stated in an Order Form or service level exhibit. These Terms alone do not create an availability or response-time commitment.

Standard support is provided through support@compassly.io and the help center during business hours. Escalation paths for urgent clinical-operations issues are described in the applicable Order Form or Documentation.

We may update the Services to improve security, performance, or functionality. We will not materially reduce the core functionality of a paid module during a Subscription Term without providing a reasonably equivalent capability or an opportunity to address the change as described in the customer agreement.

Features labeled preview, beta, early access, or coming soon are optional, provided as-is, excluded from any availability or support commitment, and may change or be withdrawn. They are not a commitment to a release date, and we do not market capabilities that are not approved for public claims.

During the Subscription Term, Customer may export Customer Data using the export and reporting features of the Services. Compassly will provide reasonable assistance with a bulk export on request, in a structured, machine-readable format.

Following expiration or termination, Compassly will make Customer Data available for export for the period stated in the customer agreement or BAA. Where those documents are silent, we will make it available for at least thirty days after the effective date of termination.

After that export window closes, Compassly will delete or de-identify Customer Data in its production systems on a rolling basis, subject to routine backup cycles, and will remain bound by its confidentiality and BAA obligations for any copy that persists in backup media until that media is overwritten in the ordinary course.

Compassly may retain records it is legally required to keep, and may retain Aggregated Data. Customer is responsible for determining and meeting its own record-retention obligations, which are often longer than ours.

Compassly may create Aggregated Data from operation of the Services and use it to secure, benchmark, support, and improve its products. Where that data is derived from PHI, de-identification is performed in accordance with HIPAA and the BAA.

Aggregated Data will not identify Customer, any Authorized User, or any patient, and will not be published or sold in a form that would allow re-identification.

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential, including product roadmaps, pricing, security documentation, and Customer Data. The receiving party will use that information only to perform under this agreement and will protect it with at least reasonable care.

Confidentiality obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is rightfully received from a third party.

If a party is legally compelled to disclose the other’s confidential information, it will give prompt notice where legally permitted so the other party can seek protection. PHI is governed by the BAA rather than this section.

Compassly maintains an information security program with administrative, physical, and technical safeguards appropriate to a platform that handles clinical records, including encryption in transit and at rest, role-based access control, and audit logging. Current details are described on our security page and in the materials provided during a security review.

If Compassly becomes aware of a security incident affecting Customer Data, it will notify Customer without unreasonable delay and provide the information reasonably necessary for Customer to meet its own notification obligations. Incidents involving PHI follow the timelines in the BAA and HIPAA.

Customer will notify Compassly promptly of any suspected compromise of its accounts, devices, or credentials.

Website use may stop at any time. A paid subscription runs for the Subscription Term stated in the Order Form.

Either party may terminate for material breach that remains uncured thirty days after written notice. Compassly may suspend access immediately, with notice as soon as practicable, where continued access presents a security risk, a risk to PHI, a legal risk, or a risk to other customers.

On termination, Customer’s license ends, Customer will stop using the Services, and each party will handle the other’s confidential information as described above. Data export and deletion follow the data export section, the customer agreement, and the BAA.

Compassly warrants that it will provide the Services in a professional and workmanlike manner consistent with the Documentation.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPASSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

Compassly is software for clinical operations. It does not provide medical, legal, or billing advice; does not guarantee treatment outcomes, claims payment, survey results, or regulatory certification; and is not a substitute for licensed clinical supervision.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER LAW, COMPASSLY’S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNTS PAID TO COMPASSLY FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to a party’s indemnification obligations, to Customer’s payment obligations, or to liability arising from a party’s willful misconduct. Paid customers should rely on the liability terms negotiated in their signed agreement, which control over this section.

Customer will defend and indemnify Compassly and its officers, directors, and personnel against third-party claims arising from Customer Data, Customer’s use of the Services in violation of this agreement, or Customer’s violation of law, except to the extent caused by Compassly’s willful misconduct.

Compassly will defend Customer against third-party claims alleging that the Services, as provided and used in accordance with this agreement, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, unauthorized modifications, or use of the Services in combination with items not provided by Compassly.

If the Services become, or in Compassly’s judgment are likely to become, subject to such a claim, Compassly may procure the right to continue use, modify the Services to be non-infringing, or terminate the affected subscription and refund prepaid, unused fees.

The party seeking indemnification must give prompt written notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement that imposes an obligation on the other party may be made without its consent.

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-law rules and the U.N. Convention on Contracts for the International Sale of Goods.

Before filing a claim, the parties will attempt to resolve the dispute informally: the complaining party will send a written description of the dispute and the relief sought, and the parties will confer in good faith for thirty days.

If the dispute is not resolved, exclusive venue is the state and federal courts located in Delaware, and each party consents to personal jurisdiction there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

A signed customer agreement may specify a different dispute resolution process, including arbitration or a different venue. Those negotiated terms control for that customer.

Neither party is liable for failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, public health emergencies, war, civil unrest, labor disruption, utility or carrier failure, government action, and widespread internet or cloud provider outages. The affected party will use reasonable efforts to resume performance.

Each party will comply with U.S. export control and economic sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in an embargoed jurisdiction, is not a restricted or denied party, and will not make the Services available to one.

The Services and Documentation are “commercial computer software” and “commercial computer software documentation.” U.S. government end users acquire only the rights granted in this agreement, consistent with FAR 12.212 and DFARS 227.7202.

If you believe material on a Compassly website infringes your copyright, send a notice under the Digital Millennium Copyright Act to support@compassly.io with the subject line “DMCA Notice.” Include identification of the work, the material and its location, your contact information, a statement of good-faith belief, a statement that the notice is accurate, and your physical or electronic signature.

We will respond to valid notices, may remove material, and may terminate accounts of repeat infringers.

Notices to Compassly must be in writing and sent to support@compassly.io, and, where a signed agreement requires a physical copy, to the notice address stated in that agreement. Customers and prospective customers may request our current notice address at that email.

Notices to Customer may be sent to the email address on the account, the contact stated in the Order Form, or posted in the product. Electronic notice is effective when sent, absent an indication of delivery failure.

Operational communications such as maintenance windows, security bulletins, and product changes may be delivered in-product or by email to account administrators.

If a provision is held unenforceable, it will be modified to the minimum extent necessary and the rest of these Terms will remain in effect. A failure to enforce a provision is not a waiver of it, and any waiver must be in writing.

Neither party may assign this agreement without the other’s consent, except that either party may assign it in full to a successor in connection with a merger, reorganization, or sale of substantially all assets, on written notice. Any other attempted assignment is void.

The parties are independent contractors. This agreement creates no partnership, franchise, joint venture, agency, or employment relationship, and confers no rights on third parties.

Compassly may identify Customer by name and logo in a customer list or similar material only with Customer’s prior written consent, which may be given in the Order Form and may be withdrawn on reasonable notice.

Provisions that by their nature should survive termination will survive, including definitions, precedence, intellectual property, confidentiality, data export and deletion, disclaimers, limitation of liability, indemnification, dispute resolution, and this section.

These Terms, together with any referenced policies, Order Forms, and signed agreements, are the entire agreement between the parties for the Services and supersede prior proposals and understandings on that subject. Customer purchase order terms have no effect.

We may update these Terms by posting a revised version with a new effective date. When a change is material, we will highlight it on this page and, for customers with accounts, provide notice as described in the notices section.

Continued use of the Services after the effective date constitutes acceptance of the updated Terms. Changes do not apply retroactively to a dispute that arose before they took effect, and they do not modify a signed agreement’s negotiated terms during its Subscription Term.

Questions about these Terms: Compassly, LLC, support@compassly.io. Enterprise contracting, security review materials, and Business Associate Agreement requests are handled through the same address.