Terms of Service

1. Acceptance of Terms

By accessing or using the Marpass platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization (a residential care facility, operator, or owner), you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not use the Service. These Terms incorporate by reference our Privacy Policy and, where you handle PHI through the Service, our Business Associate Agreement (BAA).

2. Description of Service

Marpass, Inc., a Delaware corporation, provides a cloud-based documentation and management platform for residential care facilities of all sizes, including adult family homes, assisted living facilities, adult family care homes, and multi-state operators. The Service includes electronic medication administration records (eMAR/EHR), care plan management, staff scheduling and credential tracking, compliance and inspection-readiness tooling, incident reporting, billing tools, document storage, and related features. The Service is accessible via web browsers and mobile applications, with offline capabilities for certain features.

Marpass is a technology and documentation tool. The Service does not provide medical, clinical, or professional advice and is not a substitute for professional clinical judgment. The customer and its licensed staff are solely responsible for all clinical decisions, diagnoses, treatment, medication administration, and the accuracy and completeness of information entered into the platform.

AI-assisted outputs (including doctor-order extraction, compliance suggestions, and incident-report drafts) may be incomplete or inaccurate, do not replace professional judgment, and must be independently verified by the customer's qualified staff before any clinical, billing, or compliance use.

3. Account Terms

To use the Service, you must create an account with accurate and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activity that occurs under your account.
• Ensuring that all users you add to your account comply with these Terms.
• Notifying us immediately at security[at]marpass.com if you suspect unauthorized access to your account.

You may not share account credentials between multiple individuals. Each user must have their own account to maintain audit-trail integrity, which is a documentation and regulatory expectation across residential care.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in any way that violates HIPAA or applicable federal, state, or local laws or regulations, including Florida and Washington residential-care licensing requirements as applicable.
• Enter false, misleading, or fabricated information into the platform, particularly regarding medication administration, resident assessments, or care documentation.
• Attempt to gain unauthorized access to other accounts, the underlying systems, or any networks connected to the Service.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.
• Use the Service to store or transmit malicious code, viruses, or any content designed to disrupt the Service.
• Resell, sublicense, or redistribute access to the Service without our written consent.

5. Intellectual Property

The Service, including its design, features, code, documentation, and branding, is the property of Marpass, Inc., a Delaware corporation, and is protected by intellectual property laws. These Terms do not grant you any rights to our trademarks, logos, or brand features.

You retain full ownership of all data and content you enter into the Service ("Your Content"). By using the Service, you grant Marpass a limited license to host, store, process, and display Your Content solely for the purpose of providing and improving the Service. This license terminates when you delete Your Content or close your account.

6. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MARPASS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Marpass does not provide medical, clinical, legal, or regulatory advice. Compliance, inspection-readiness, and survey-preparation features are tools to assist your own efforts and do NOT guarantee that your facility will pass any inspection, survey, or audit, or meet any specific regulatory standard.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARPASS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO MARPASS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Termination

You may cancel your subscription and close your account at any time through your account settings or by contacting us at info[at]marpass.com. Upon cancellation:

• You will retain access to the Service through the end of your current billing period.
• You may export Your Content at any time before your access ends.
• After your access ends, Your Content and other data will be handled in accordance with our Privacy Policy and, for PHI, the BAA, including the legal record-retention carve-out described in the Privacy Policy.

We may suspend or terminate your access to the Service if you materially breach these Terms, fail to pay applicable fees, or if continued use poses a security risk to the Service or other users. We will provide reasonable notice before termination except where immediate action is required for security reasons.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law provisions. Any disputes arising from these Terms or the Service shall be resolved exclusively in the state or federal courts of competent jurisdiction located in Miami-Dade County, Florida. You consent to the personal jurisdiction of those courts.

10. Contact

If you have questions about these Terms of Service, please contact us:

• Email: info[at]marpass.com
• Security inquiries: security[at]marpass.com