Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you and NeuroLTC, Inc., a Delaware corporation ("NeuroLTC," "we," "us," or "our"), and govern your access to and use of the NeuroLTC website, the NeuroLTC platform, and related services (together, the "Service"). By creating an account, accessing a pilot environment, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you use the Service on behalf of a facility or organization, you represent that you are authorized to bind that entity to these Terms, and "you" refers to that entity. Where you and NeuroLTC have signed a separate pilot, subscription, or master services agreement, that signed agreement controls to the extent it conflicts with these Terms.

NeuroLTC is a documentation-support and compliance-tracking platform for skilled nursing and long-term care facilities. It consolidates psychotropic and behavioral documentation, tracks compliance obligations such as gradual dose reduction (GDR) eligibility, PRN time-limit and renewal prompts, and consent verification, and produces survey-ready reports and audit trails — alongside your existing EHR, not inside it.

The Service is offered in a pilot and pre-general-availability form. Features may change, and availability is not guaranteed. Where an EHR integration (such as a customer-initiated PointClickCare / FHIR connection) is enabled, it is read-only by design: NeuroLTC reads data to build the compliance picture and never writes back to the chart.

NeuroLTC™ is a documentation support and compliance tracking platform. It is not a clinical decision support system, does not provide medical advice, and does not replace clinical judgment or professional psychiatric services. All clinical decisions remain the responsibility of licensed healthcare providers.

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for use by facility staff and authorized personnel in the course of their work, not by residents or members of the general public.

When you register, you agree to provide accurate information and to keep it current. You are responsible for safeguarding account credentials and for all activity under your account, and you must notify us promptly of any unauthorized use. Accounts are provisioned within a single facility or organization tenant; you may not share credentials across facilities or use another facility's tenant without authorization.

You agree not to, and not to permit any user to:

• use the Service in violation of any applicable law or regulation, or in violation of any professional, licensing, or facility obligation;
• enter protected health information (PHI) before a Business Associate Agreement is in effect, or enter data you are not authorized to process (see the sections on customer data and PHI below);
• treat the Service as a source of medical advice, a diagnosis, a prescribing recommendation, or a substitute for clinical judgment;
• attempt to gain unauthorized access to the Service, other tenants, or related systems; probe, scan, or test the vulnerability of the Service except under an authorized engagement; or interfere with its integrity or performance;
• reverse engineer, decompile, or attempt to derive source code, except to the extent that restriction is prohibited by law;
• resell, sublicense, or make the Service available to third parties outside your facility except as expressly permitted; or
• upload malicious code, or use the Service to store or transmit content that is unlawful or infringing.

As between you and NeuroLTC, you own the data you and your users enter into or generate through the Service ("Customer Data"). You grant NeuroLTC a limited license to host, process, and transmit Customer Data solely to provide and support the Service, and — where PHI is involved — only as permitted by the applicable Business Associate Agreement.

You are responsible for the accuracy, quality, and legality of Customer Data and for having the rights and authorizations needed to provide it to us. Because NeuroLTC organizes and surfaces documentation rather than authoring clinical decisions, the completeness and correctness of the underlying records — and any action taken on them — remain your responsibility.

When you process PHI through the Service, you act as the covered entity (or as a business associate of one) and NeuroLTC acts as your business associate under the Health Insurance Portability and Accountability Act (HIPAA). A signed Business Associate Agreement (BAA) is required before any PHI is entered into the Service, and the BAA governs the permitted uses and disclosures of that PHI.

Until a BAA is in effect, pilots run entirely on synthetic demonstration data — a first-class mode of the product. You agree not to enter PHI or other regulated data into demonstration or pre-BAA environments. NeuroLTC's architecture is HIPAA-minded; NeuroLTC does not claim to be "HIPAA certified," and SOC 2 Type II is in preparation, not held. See our Privacy Policy and security posture for details.

This is the most important term to understand before you rely on the Service:

NeuroLTC™ is a documentation support platform. It does not provide clinical decision support, medical advice, or replace professional psychiatric services. All clinical decisions remain the responsibility of licensed healthcare providers.

NeuroLTC does not diagnose, prescribe, or recommend treatments. Where AI features are enabled, they produce drafts — summaries and trend narratives — that a qualified staff member must review and explicitly acknowledge before the content is relied upon. AI output is documentation support, never clinical or medical advice. Nothing in the Service overrides the independent judgment of a licensed clinician, and you must not use it as a substitute for professional evaluation, diagnosis, or treatment.

The Service, including its software, design, content, and trademarks (including the NeuroLTC name and logo), is owned by NeuroLTC or its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal facility operations during the term.

You retain all rights in your Customer Data. If you provide feedback or suggestions, you grant NeuroLTC a perpetual, royalty-free license to use that feedback to improve the Service, without obligation to you. Public government datasets used in the product, such as CMS Care Compare data, remain public data.

Pilots may be offered at no charge and on a limited-term, evaluation basis. Except as stated in a separate signed order, a no-fee pilot creates no obligation to purchase and may be modified or discontinued.

Where the Service is provided for a fee, pricing, payment terms, and scope are set out in a separate order or agreement (for example, per certified bed, per month, tiered by facility size). Those order terms govern fees, and taxes are your responsibility except for taxes on NeuroLTC's net income.

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential, including the Service's non-public features, pricing, and your Customer Data. The receiving party will use confidential information only to perform under these Terms and will protect it with at least reasonable care. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party, and do not prevent disclosures required by law with reasonable notice where permitted. PHI is governed by the BAA rather than this section.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND MAY BE OFFERED IN A BETA OR PILOT STATE THAT IS INCOMPLETE OR SUBJECT TO CHANGE. TO THE FULLEST EXTENT PERMITTED BY LAW, NEUROLTC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL DETECT EVERY COMPLIANCE GAP.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE. NEUROLTC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM OR ONE HUNDRED U.S. DOLLARS. THESE LIMITS DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW OR EITHER PARTY'S OBLIGATIONS UNDER THE BAA.

You will defend, indemnify, and hold harmless NeuroLTC from third-party claims arising out of your Customer Data, your use of the Service in violation of these Terms or applicable law, or your entry of PHI or other regulated data without the required authorizations or BAA, except to the extent the claim results from NeuroLTC's own breach of these Terms or the BAA.

These Terms remain in effect while you use the Service. Either party may terminate a pilot or an account on reasonable notice, and NeuroLTC may suspend or terminate access if you materially breach these Terms or use the Service in a way that creates legal or security risk.

On termination, your right to use the Service ends. On request within a reasonable period after termination, NeuroLTC will make Customer Data available for export and will then delete or de-identify it in the ordinary course, except as required by law and as governed by the BAA for any PHI. Sections that by their nature should survive — including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification — survive termination.

We may update these Terms from time to time. When we make material changes, we will update the "last updated" date above and, where appropriate, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, and the state and federal courts located in Delaware will have jurisdiction over disputes, except where a separate signed agreement specifies otherwise. Questions about these Terms can go to legal@neuroltc.com. For how we handle personal data, see our Privacy Policy.