CareWise AI Consulting Group A trade name of VLS Capital Enterprises, LLC, a Wyoming limited liability company
Effective Date: September 22, 2026 Last Updated: September 22, 2026
These Terms and Conditions (“Terms”) form a binding agreement between you (“you,” “Client,” or “User”) and VLS Capital Enterprises, LLC, a Wyoming limited liability company, doing business as CareWise AI Consulting Group (“CareWise,” “we,” “us,” or “our”).
These Terms apply when you visit www.carewiseaigroup.com, contact us, call our business line, book a consultation, register for a workshop, purchase a digital product, or engage us for services.
By using our website or services, you accept these Terms. If you do not agree, do not use them.
IMPORTANT: Section 16 contains a limitation of liability, Section 18 contains a binding arbitration provision and a class action waiver, and Section 6 contains critical disclaimers about artificial intelligence. Read them carefully.
You must be at least 18 years old and have authority to bind the business on whose behalf you are acting. Our services are offered to businesses and business professionals, not to consumers for personal, family, or household purposes.
Authorized jurisdictions. Our services are currently offered only for use in the United States. You may not use, or permit the use of, systems we configure outside the United States without our prior written agreement.
Authorized users. You will designate the individuals authorized to administer your deployment. You are solely responsible for your authorized users and for all activity conducted through your account.
CareWise specializes in healthcare but is not limited to healthcare. We serve medical and dental practices, med spas, chiropractors, veterinary practices, and other healthcare businesses, and we also serve service businesses and small businesses in any industry. The HIPAA-specific provisions of these Terms, including Section 11, apply only where your use of the services involves protected health information. All other provisions apply to every client regardless of industry.
CareWise offers the following, each of which may be purchased separately:
Design, configuration, deployment, and ongoing management of an AI-powered voice agent that answers inbound calls, provides business information, captures caller details, routes calls, and books appointments. Where outbound calling or texting is included, it is limited to the transactional and informational purposes described in Section 3.6. Delivered in tiered packages with a one-time setup fee and a recurring monthly service fee.
Assessment, strategy, workflow design, system integration, and implementation support for AI and automation tools within your business. This may include custom AI agents and assistants, automated workflows and sequences, chat and messaging agents, data and document processing, and AI-generated marketing content, including short-form video, audio, and promotional media. All such services are subject to Section 6.
Live and recorded workshops, courses, workbooks, templates, starter kits, prompt frameworks, and related educational materials.
The specific services, deliverables, timelines, and fees for any engagement are set out in a written proposal, quote, statement of work, or order form (the “Order”). The Order and these Terms together form the entire agreement. If they conflict, the Order controls as to the specific terms it addresses.
CareWise will use commercially reasonable efforts to complete initial configuration, testing, and deployment within thirty (30) calendar days after receipt of all required setup fees, information, materials, access credentials, approvals, and other items reasonably required from the Client.
The thirty (30)-day period does not begin until every required item has been received, including full payment of the setup fee under Section 7.1 and the Client approvals described in Section 5.
The implementation period may be extended for delays caused by the Client, third-party platforms, carriers, integrations, technical issues, requested scope changes, or circumstances outside CareWise’s reasonable control.
No specific launch date is guaranteed unless expressly stated in the applicable Order. An estimated or target date communicated in conversation, email, a proposal summary, or marketing material is not a guaranteed launch date and does not modify this Section.
Client delays are addressed in Section 5(8). Events outside either party’s reasonable control are addressed in Section 20 (Force Majeure).
Outbound communications are regulated differently from inbound calls. The following limits apply to every engagement and are not waivable by agreement, payment, or client instruction.
(a) What CareWise offers. CareWise configures outbound calls and text messages only for transactional and informational purposes relating to an existing appointment or an existing request from the individual contacted, including:
• appointment reminders, confirmations, and rescheduling;
• no-show and missed-appointment follow-up;
• pre-visit instructions and intake follow-up;
• returning a call or message the individual initiated or requested;
• service, scheduling, and administrative notices.
(b) What CareWise does not offer. CareWise does not build, configure, enable, host, support, or operate outbound calling or texting for promotional, marketing, or advertising purposes. This exclusion includes, without limitation: patient or customer reactivation, win-back, recall, and lapsed-list campaigns; promotional offers, discounts, specials, and seasonal campaigns; lead generation, cold outreach, and prospecting; upsell or cross-sell campaigns; and any outbound campaign whose purpose, in whole or in part, is to encourage the purchase of goods or services.
This is a scope limitation, not a consent requirement. CareWise declines this category of work regardless of the Client’s willingness to pay, the Client’s representation that consent exists, or the Client’s possession of consent documentation.
(c) Client shall not repurpose the services. You will not configure, modify, script, script around, or otherwise use any CareWise-built system, or direct CareWise to do so, for a purpose excluded under subsection (b). Doing so is a material breach and permits CareWise to suspend or terminate immediately under Section 8.3, without refund.
(d) Client warranties for permitted outbound communications. For outbound communications permitted under subsection (a), you represent and warrant that, for each individual contacted, you hold prior express consent to be contacted at that number by automated or artificial-voice means; that the consent was obtained for the purpose of the communication being sent; that you maintain records of that consent and will produce them to CareWise on request; and that you promptly record and honor every revocation of consent.
(e) Operating requirements. Outbound communications configured by CareWise will: be placed only between 8:00 AM and 9:00 PM in the called party’s local time; identify your business at the outset of the call; disclose that the caller is an automated or AI assistant; and provide a means to opt out. You must not disable, remove, or obscure the business identification or the AI disclosure. Opt-out and revocation requests must be honored as soon as practicable and in no event later than 10 business days.
(f) No legal advice. Nothing in this Section is legal advice, and compliance with it does not establish your compliance with the Telephone Consumer Protection Act, state telemarketing or AI-disclosure laws, HIPAA, or any other law. You remain solely responsible for your own compliance, and your indemnification obligations in Section 17 apply in full to outbound communications.
Venesha L. Scott holds a Nurse Practitioner license. That license is not the basis of, and plays no role in, the services CareWise provides.
• CareWise does not provide medical care, clinical advice, diagnosis, treatment, triage, or nursing services.
• No provider-patient relationship is created by any interaction with CareWise, our website, our AI agent, or our personnel.
• AI voice agents built by CareWise are configured for administrative purposes only — scheduling, intake, general business information, and call routing.
• AI voice agents built by CareWise must not be configured or used to provide medical advice, clinical triage, symptom assessment, medication guidance, or emergency response. You agree not to request or independently configure such use.
• Every healthcare deployment we configure includes standard emergency language directing a caller with a medical emergency to hang up and dial 911 or proceed to the nearest emergency department. You must not disable, remove, weaken, or script around this language.
• You are responsible for reviewing and approving that emergency language and confirming it is appropriate to your specialty, patient population, and after-hours coverage.
• Configuring or using an agent for a clinical purpose prohibited by this Section, or removing or weakening the emergency language, is a material breach permitting immediate suspension or termination under Section 8.3 without refund.
We are not attorneys, accountants, or compliance auditors. Nothing we provide constitutes legal, tax, accounting, or regulatory advice. Guidance we offer regarding HIPAA, TCPA, call recording, telemarketing, or any other regulation is general information only. You are responsible for obtaining your own professional advice and for your own regulatory compliance.
CareWise is not a telemarketing, robocall, or outbound campaign provider. We do not offer promotional, reactivation, or lead-generation calling or texting in any form. See Section 3.6.
We make no guarantee of any specific revenue, lead volume, appointment volume, conversion rate, cost savings, return on investment, or business outcome. Any figures, case studies, or examples we present are illustrative of past results in specific circumstances and are not a promise of your results.
Calculators, estimates, and projections are illustrations only. Any ROI calculator, missed-call estimate, revenue or lead projection, benchmark figure, payback period, or similar tool we provide — on our website, in a proposal, in a presentation, or in conversation — is an estimate based on assumptions and industry averages, not a guarantee, forecast, quote, or commitment. Your actual results depend on your call volume, market, pricing, staff, follow-up, and factors outside our control. You should not make a purchasing decision in reliance on any such estimate alone.
You agree to:
1. Provide accurate information about your business, hours, services, pricing, policies, staff, and any other content used to configure your systems, and to update us promptly when it changes.
2. Review and approve agent scripts, knowledge bases, workflows, and configurations before they go live, and after any material change.
3. Maintain human oversight. Monitor your agent’s performance, review transcripts and messages, and promptly notify us of errors, gaps, or misrouted calls.
4. Obtain all necessary consents from your own patients, customers, and callers for call recording, transcription, AI interaction, text messaging, and marketing communications.
5. Comply with all applicable laws, including but not limited to HIPAA, the Telephone Consumer Protection Act, the CAN-SPAM Act, state call recording and consent laws, state telemarketing laws, and applicable state privacy laws.
6. Maintain your own accounts with any third-party platforms required for the services, including telephony, calendar, CRM, and payment providers, and keep them in good standing and paid current.
7. Designate a point of contact authorized to make decisions and provide approvals.
8. Provide timely access, materials, and responses. Delays caused by you extend the implementation period under Section 3.5 and, after 15 business days of unresponsiveness, may result in the project being placed on hold with no refund of amounts paid.
9. Not misuse the systems we build, including using them for unlawful, deceptive, harassing, or fraudulent purposes.
10. Maintain your own agreement with your patients and customers. Communications sent to your patients or customers through a system we configure are sent on your behalf, not ours. You will maintain your own terms of service, notice of privacy practices, and consent mechanisms covering those individuals, and will obtain from each of them the consents described in Section 5(4) before contacting them through the services.
11. Warrant your right to provide the data you give us. You represent and warrant that you have the authority, rights, permissions, and consents necessary to provide us with, and to instruct us to process, all information you supply — including patient and customer contact information, contact lists, CRM records, scheduling and appointment data, call history, intake information, and any other data you upload, connect, or direct us to use. You will not provide us with information you are not permitted to share.
12. Maintain account security. You and your authorized users will not share account credentials, will use strong and unique passwords, will enable multi-factor authentication where available, and will promptly notify us if you discover or suspect unauthorized access to any account connected to your deployment.
13. Forward relevant notices. You will promptly notify us of any third-party notice you receive — including from a government agency, regulator, carrier, insurer, or platform — that may affect our provision of the services to you, including any inquiry, audit, or investigation relating to a system we configured.
14. Provide for accessibility and language access. Agents we configure operate only in the language or languages specified in your Order and are not a substitute for qualified interpreters, TTY/TDD, telecommunications relay services, or other auxiliary aids and services. If you are subject to Section 1557 of the Affordable Care Act, the Americans with Disabilities Act, or comparable requirements, you are responsible for ensuring that individuals with limited English proficiency or with disabilities have meaningful access, including by maintaining a human alternative path, and for reviewing your deployment for that purpose.
Read this section carefully. It describes real limitations of the technology.
1. AI systems are probabilistic, not deterministic. They can misunderstand speech, mishear names or numbers, produce inaccurate or incomplete responses, fail to capture information, or respond in ways not anticipated during configuration.
This applies to every form of AI-generated output we deliver, including synthesized voice responses, call transcripts, call summaries, text and SMS messages, email drafts, chat responses, automation and workflow outputs, data extraction and field population, generated documents, images, and video or audio content. All AI-generated output may contain errors, omissions, fabricated details, or unexpected responses, and requires human review before it is relied upon.
2. We do not guarantee that every call will be answered, every appointment will be booked correctly, or every message will be delivered. Calls may be dropped, misrouted, transcribed incorrectly, or missed due to network conditions, carrier issues, platform outages, or the limits of the technology.
3. AI output requires human review. You must not rely on AI-generated summaries, transcripts, or captured data as an authoritative record without verification. This is especially true for anything clinical, financial, or legally significant.
4. Third-party dependency. Our services are built on third-party platforms, telephony carriers, and AI model providers. Their availability, pricing, feature set, terms, and model behavior are outside our control and may change or be discontinued. We are not liable for their outages, errors, price increases, policy changes, or discontinuation.
5. No uptime guarantee. Unless a written service level agreement is executed and signed by us, we provide no uptime, response time, or availability guarantee.
6. AI disclosure is mandatory in every deployment. Every agent we configure discloses at the outset of the interaction that the caller is speaking with an automated or AI assistant. This disclosure is included regardless of whether the law of any particular jurisdiction requires it, and you must not disable, remove, obscure, or script around it. Doing so is a material breach and terminates any obligation we have to you regarding that system.
7. No implication of licensure or human status. Agents we configure will not be named, scripted, or presented in a way that states or implies that the agent is a nurse, physician, therapist, or any other licensed healthcare professional, or that it is a human being. You will not request, configure, or permit such naming or scripting. Several jurisdictions, including California, regulate AI systems that imply licensed-professional status in a healthcare setting, and this restriction applies in every deployment regardless of your location.
8. Voice and likeness. We do not clone or replicate any individual’s voice without that individual’s separate written consent.
9. We do not train AI models on your data. We do not use your business data, your patients’ or customers’ information, call recordings, transcripts, call summaries, or protected health information to train, fine-tune, or otherwise improve any general-purpose or third-party artificial intelligence model.
Regarding our vendors: we select AI, voice, and platform providers whose terms or business-tier settings provide that customer data is not used to train their models, and where PHI is involved we require a business associate agreement that restricts use of that information to providing the service. Vendor terms and settings are controlled by those vendors and may change. We do not guarantee the practices of any third-party provider, and you should review the terms of any platform you hold directly. Your knowledge base and configuration are used solely to operate your own deployment. Aggregated and de-identified performance information may be used to improve our services, as described in our Privacy Policy.
All setup and implementation fees must be paid in full before any work begins. We do not extend credit and we do not invoice for payment after delivery.
You may pay by either of the following methods, as elected in your Order:
• Option A — Payment in Full. One hundred percent (100%) of the setup fee is paid at the time the Order is signed.
• Option B — Two-Payment Plan. Fifty percent (50%) of the setup fee is paid at the time the Order is signed, and the remaining fifty percent (50%) is paid on the date stated in your Order. Work does not commence until the full setup fee has been received and cleared, and the implementation period under Section 3.5 does not begin until that time. The first installment reserves your place in our production schedule; it does not initiate work.
Setup fees are non-refundable once configuration work has commenced, because they compensate labor already performed.
If a scheduled second installment under Option B is not received by its due date, your Order is deemed cancelled, your place in the production schedule is released, and the first installment is forfeited as a scheduling and reservation fee. You may re-engage at then-current pricing.
Recurring monthly service fees begin on the go-live date, or 30 days after the Order is signed, whichever is earlier. They are billed monthly in advance and automatically renew each month until cancelled under Section 8.
Usage costs are your responsibility and are not included in any CareWise fee. Usage costs include call and voice minutes, text messages, telephone numbers, transcription, AI and language model processing, and any other consumption-based charge generated by your deployment. CareWise does not absorb, subsidize, cap, or guarantee usage costs, and our fees do not include any allotment of usage unless your Order expressly states one.
Usage is billed under whichever structure your Order specifies:
(a) Direct billing (default). You maintain your own account with the applicable voice, telephony, and AI providers, and those providers bill you directly. CareWise is not a party to that billing relationship and has no control over their rates, which may change at any time.
(b) Pass-through billing. Where your Order provides that CareWise administers the account, usage is passed through to you at cost plus any administrative rate stated in your Order, and is automatically charged to your payment method on file at the close of the billing cycle in which it is incurred. You agree to maintain a valid payment method for this purpose. We may require a prepaid usage balance and may suspend usage-based features when that balance is exhausted.
Usage varies with call volume and is not predictable in advance. Any estimate we provide is an illustration based on assumed volume, not a quote, a cap, or a commitment.
You are responsible for your own subscription and account costs with third-party platforms, including telephony, voice AI, calendar, CRM, and payment providers. These are separate from and in addition to our fees.
You must keep those accounts funded, current, and in good standing. Where you supply a payment method for usage billing, auto-recharge, or a usage wallet administered by CareWise, you must keep that payment method valid and funded. If a third-party account you hold lapses, is suspended, is closed, or has a payment declined, or if a payment method you supplied for usage is declined or expires:
• your deployment may stop functioning in whole or in part, immediately and without notice;
• this is not a failure of service by CareWise, is not a breach of these Terms by us, and does not entitle you to a refund, credit, or fee abatement; and
• CareWise fees continue to accrue during any resulting interruption.
Restoring service after a lapse in a third-party account may require reconfiguration, a new telephone number, or a new build, each governed by Sections 7.7 and 8.6.
Payment is due at registration or purchase. Pricing is as listed at the time of purchase.
You authorize us to charge your designated payment method on a recurring basis for all amounts due. You agree to keep your payment information current.
CareWise operates on a prepayment basis only. We do not extend credit, do not accept late payments, and do not perform work against an unpaid balance.
1. No work without cleared funds. No configuration, build, consulting, or implementation work begins until the applicable fee has been received in full and has cleared. This applies to new engagements, additional scopes of work, and change orders alike.
2. Recurring fees are prepaid. Monthly service fees are charged in advance on your billing date. Service for a given month is contingent on payment for that month having been received.
3. Failed or declined payment. If a scheduled charge fails or is declined, we will notify you and you will have 3 business days to cure by providing a valid payment method. If payment is not received and cleared within that window, services are suspended automatically without further notice. Suspension is not termination; fees continue to accrue during suspension unless you cancel under Section 8.2.
4. Reinstatement after suspension for non-payment. If all amounts then due are received within 10 days of suspension and the account has not been terminated, service resumes with no reinstatement fee, subject to availability. Thereafter, reinstatement is discretionary and governed by Section 8.6, including its reinstatement fee. We make no commitment to retain your configuration, telephone number, or data during any suspension.
5. New builds are charged as new engagements. The thirty percent (30%) reinstatement fee applies only to restoration of a previously configured deployment. A new build is charged at the full then-current setup fee for the applicable tier, payable in advance under Section 7.1, in either of the following circumstances:
a. You elect a new build. You request a rebuilt, redesigned, or newly scoped deployment rather than restoration of your prior configuration — including a change of tier, a materially different call flow, a rebuilt knowledge base, or a new integration set.
b. Restoration is not available. The prior agent configuration, knowledge base, integrations, or data are no longer recoverable for any reason, including disposal under Section 8.4, expiry of the reinstatement window in Section 8.6, or a change by a third-party platform or carrier.
We will tell you in writing which of the two applies — reinstatement at thirty percent (30%) or a new build at the full setup fee — before any charge is made, and you may decline and terminate without further obligation beyond amounts already due.
6. No refund on suspension. Suspension for non-payment does not entitle you to a refund or credit for the unused portion of a prepaid period.
7. Collection costs. In the event any amount nonetheless becomes past due, you are responsible for all reasonable costs of collection, including collection agency fees and attorney fees.
This section is a material term. Our pricing is set on the assumption that we carry no accounts receivable risk.
Initiating a chargeback for services rendered constitutes a material breach. We reserve the right to suspend services immediately, pursue the amount owed plus fees, and decline future engagements.
Fees are exclusive of sales, use, and similar taxes. You are responsible for all such taxes other than taxes on our net income.
We may change recurring fees with 60 days’ written notice. If you do not accept the change, you may cancel effective at the end of your current billing period.
Ongoing services continue month to month unless your Order specifies a minimum commitment.
Where your Order includes a minimum term, you commit to the services for that full term and may not cancel for convenience before it ends. Sections 8.2 through 8.6 apply at and after the end of the minimum term.
Waived or discounted fees are conditional. Where CareWise waives or discounts a setup, implementation, or onboarding fee in connection with a promotion or a minimum term commitment, the waiver is granted in consideration of your completing the full minimum term.
If you terminate before the end of the minimum term for any reason other than our uncured material breach, or if we terminate for your material breach or non-payment, the waived or discounted amount becomes immediately due and payable, calculated as the difference between our standard published setup fee at the time of your Order and the amount you actually paid. This is recovery of a discount you received, not a penalty, and is in addition to any fees accrued through the effective date of termination.
Promotional terms are as stated in your Order. Any promotional offer is subject to the eligibility conditions, deadlines, and quantity limits stated at the time of the offer, and to any non-monetary conditions set out in your Order, including the provision of a testimonial, case study participation, or referral introductions.
You may cancel ongoing services by giving thirty (30) days’ written notice to [email protected].
(a) What counts as notice. Notice must be in writing, must state that you are terminating services, and must come from the authorized point of contact designated under Section 5(7) or another person with authority to bind your business. Verbal requests, cancellation mentioned in passing during a support conversation, and simply removing your payment method do not constitute notice and do not stop billing.
(b) When the notice period starts. The thirty (30)-day period begins on the date we receive your written notice.
(c) Effective date of cancellation. Your service terminates at the end of the billing period in which the thirty (30)-day notice period expires. Service remains active through that date and you remain responsible for fees through that date.
Example: notice received June 20 on a monthly plan billing on the 1st. The 30-day period ends July 20. Service terminates July 31, and the July payment is the final payment. No August payment is charged.
(d) No proration or refund. Fees already paid for a current billing period are not refunded or prorated, and the final billing period is charged in full.
(e) Immediate cessation by request. If you ask us to shut the service off before the effective date, we will, but the fees through the effective date remain payable.
Amounts accrued before the effective date of cancellation remain due, and Section 7 continues to apply to them.
We may terminate any engagement with 30 days’ written notice, or immediately if you materially breach these Terms, fail to pay as required under Section 7.7, use the services unlawfully, or engage in abusive conduct toward our personnel. Services suspended for non-payment under Section 7.7 may be terminated by us at any time after 10 days of continued suspension, at which point Section 8.6 governs any reinstatement.
Upon suspension or termination, your access to systems we host or manage ends. The following then applies, and it treats personal information differently from your own business content:
(a) Data export — 30 days. On request made within 30 days of termination, we will provide an export of your data in a commercially reasonable format. After 30 days we may permanently delete your business data, including call recordings, transcripts, contact records, and message history.
(b) Personal information — deleted or returned, not kept for our convenience. Following the export period in subsection (a), we do not keep call recordings, call transcripts, call summaries, caller contact records, message history, or other personal information relating to your patients, customers, or callers for our own purposes. We delete or return this category, or direct its deletion in the systems we administer, in accordance with applicable law, any applicable Business Associate Agreement, and subsection (e).
We do not control the retention practices of third-party platforms, carriers, and infrastructure providers.Backups, logs, and archives held by those providers are subject to their own retention schedules and legal obligations, and we cannot guarantee immediate or complete deletion across every system in the chain. Where a Business Associate Agreement imposes specific return or destruction obligations, those obligations control.
(c) Knowledge base and configuration — retained at our discretion, up to 90 days. Your knowledge base and agent configuration — business hours, services, pricing, policies, frequently asked questions, call flows, prompts, and integration settings — consists of your business information and does not contain personal information about any individual. We may, at our sole discretion, retain this material for up to 90 days following the effective termination date so that a reinstatement under Section 8.6, or a subsequent new implementation, can be completed more efficiently.
This is a right and not an obligation. We may dispose of your knowledge base and configuration at any time, including immediately upon termination, and we make no commitment to retain, preserve, archive, back up, or reproduce it. Retaining this material does not extend the reinstatement window in Section 8.6, does not create any reinstatement right, and does not guarantee that a prior configuration can be restored.
If your knowledge base or configuration contains personal information or protected health information — for example, because patient names, contact lists, or clinical details were loaded into it — that material is governed by subsections (b) and (e) instead and is not retained under this subsection. You are responsible for not placing personal information or PHI into knowledge base content.
(d) Telephone numbers — not guaranteed. Telephone numbers are controlled by third-party carriers and platforms and are frequently released, reassigned, or reclaimed within days of an account lapsing. We do not retain, reserve, or guarantee the continued availability of any telephone number after suspension or termination. If you intend to keep your number, request a port-out before your service lapses.
(e) PHI. We will return or destroy protected health information in accordance with any applicable Business Associate Agreement, which controls over subsections (a) through (d) as to PHI.
Item
Policy
Setup and implementation fees
Non-refundable once work has begun
Monthly service fees
Non-refundable for the current period; no proration
Consulting hours delivered
Non-refundable
Live workshop tickets
Refundable if cancelled 7 days or more before the event; non-refundable thereafter; transferable to another attendee at any time
Workshop cancelled by CareWise
Full refund or transfer to a future session, at your election
Digital products, courses, and downloads
Non-refundable once accessed or downloaded, due to their nature
If we fail to deliver a service you paid for, contact us at [email protected] and we will work in good faith toward a resolution, which may include re-performance or a credit.
Following the effective termination or cancellation of AI services, a former client may request reinstatement within thirty (30) calendar days of the effective termination date.
Reinstatement is not guaranteed and is subject to CareWise’s discretion, including consideration of system availability, data availability, third-party platform requirements, account status, technical feasibility, and the extent of reconfiguration required.
If CareWise approves reinstatement during this thirty (30)-day period, the client may be required to pay a reinstatement fee equal to thirty percent (30%) of the then-current setup or implementation fee, in addition to any outstanding balances, applicable subscription fees, usage charges, third-party charges, or other amounts required to restore service.
CareWise does not guarantee that client configurations, telephone numbers, integrations, workflows, recordings, transcripts, call summaries, data, or other materials will remain available following termination.
Upon termination, CareWise may disable integrations, disconnect services, and delete, return, de-identify, or otherwise dispose of information in accordance with applicable law, contractual obligations, Business Associate Agreements, data-retention requirements, and CareWise’s data-retention practices described in Section 8.4.
After thirty (30) calendar days from the effective termination date, the former account will no longer be eligible for reinstatement under this provision. Any subsequent request for service will be treated as a new implementation and will be subject to CareWise’s then-current setup fees, pricing, terms, onboarding requirements, and service availability.
Payment of a reinstatement fee does not guarantee that previous configurations or data can be restored. Where CareWise accepts a reinstatement fee and is subsequently unable to restore the prior configuration, CareWise will, at the client’s election, either credit the amount paid against the setup fee for a new implementation or refund it.Any additional configuration work beyond restoration is quoted and charged separately.
Relationship to Section 7.7. This Section 8.6 is the sole reinstatement provision for terminated or cancelled accounts. Section 7.7(4) governs only the short cure period available to an account that has been suspended for non-payment but not yet terminated. No other provision of these Terms creates a reinstatement right or a retention obligation.
CareWise retains all right, title, and interest in: the CareWise name, logo, and brand assets; the CARE Prompt Method framework and all associated materials; workshop decks, workbooks, facilitator guides, starter kits, and templates; prompt libraries, agent scripts, knowledge base structures, workflow architectures, and automation blueprints; and all methodologies, know-how, and tools we use or develop.
Nothing in these Terms transfers ownership of the foregoing to you.
Upon full payment, we grant you a non-exclusive, non-transferable, revocable license to use the specific deliverables we create for you, solely for your own internal business operations, for as long as your account remains in good standing.
You may not: resell, sublicense, distribute, or publicly share our materials; use our frameworks or materials to train, teach, or consult others for compensation; reverse engineer or replicate our systems for competitive purposes; or remove our attribution or branding from materials that carry it.
You retain ownership of your business information, customer and patient data, brand assets, and content you provide. You grant us a limited license to use it solely to deliver the services. This license continues for so long as we retain any of your content under Section 8.4, solely for the purposes permitted by that Section, and ends when that material is disposed of.
If you give us suggestions or feedback, we may use them freely without obligation to you.
Materials distributed at workshops are licensed for your individual use. Recording, rebroadcasting, or redistributing our sessions or materials is prohibited without written permission. We may record our own sessions; by attending, you consent to being captured incidentally in such recordings.
Each party agrees to protect the other’s non-public business information with at least reasonable care, to use it only for purposes of the engagement, and not to disclose it to third parties except to employees, contractors, and advisors with a need to know who are bound by comparable obligations.
This does not apply to information that is or becomes public through no fault of the receiving party, was already known without obligation, is independently developed, or is required to be disclosed by law (with notice to the other party where permitted).
These obligations survive termination for 3 years, and indefinitely as to trade secrets and PHI.
If you are a HIPAA covered entity or business associate and our services involve protected health information:
1. A Business Associate Agreement must be signed by both parties before any PHI is transmitted, received, created, or maintained by CareWise or by systems we configure.
2. The BAA is incorporated by reference into these Terms. If any provision of the BAA conflicts with these Terms with respect to PHI, the BAA controls.
3. We require an executed BAA before providing any service that will or reasonably may involve PHI. Our practice is to put a BAA in place wherever a deployment could foreseeably receive PHI — including inbound patient calls, scheduling, and intake — rather than waiting for PHI to appear. We do not rely solely on a client’s assessment that a BAA is unnecessary, and we may require one as a condition of service where we believe PHI is reasonably likely to be involved.
4. PHI status warranty. You represent and warrant that you have accurately determined and disclosed to us whether you are a HIPAA covered entity or business associate, and whether your use of the services will or reasonably may involve PHI. You will notify us immediately if that status changes or if PHI is transmitted to a system we configure when you had represented it would not be.
5. Immediate suspension right. If we reasonably believe that PHI is being created, received, maintained, or transmitted by or through a system we configure without an executed BAA in place, we may suspend the affected services immediately, without prior notice and without refund, until a BAA is executed or the PHI is removed. Suspension under this paragraph is not a breach by us.
6. Indemnity for misclassification. You will indemnify us under Section 17 for any claim, investigation, penalty, or expense arising from your inaccurate determination or disclosure of PHI status, including any enforcement action premised on our having operated as a business associate without an executed BAA as a result.
7. You must not transmit PHI to us through unsecured channels, including standard email or SMS, unless we have agreed on a secure method.
8. You remain responsible for your own HIPAA compliance obligations, including your Notice of Privacy Practices, your risk analysis, and your workforce training.
By providing your contact information, you consent to receive communications from us related to your inquiry or engagement, including transactional emails, service notices, and calls. Marketing emails include an unsubscribe link. Text messaging requires separate opt-in; reply STOP to opt out. Calls to our business line may be answered by an AI assistant and may be recorded, as disclosed at the start of the call. See our Privacy Policy at www.carewiseaigroup.com/privacy-policy or contact [email protected].
We will not use your name, business name, or logo in marketing materials without your prior written permission. If you provide a testimonial, you grant us permission to use it, with attribution as you specify, until you withdraw permission in writing.
During any engagement and for 12 months afterward, neither party will directly solicit for employment or contract the other party’s employees or contractors who were substantially involved in the engagement, without written consent. General public job postings are not a violation.
EXCEPT AS EXPRESSLY STATED IN WRITING, ALL SERVICES, DELIVERABLES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
We warrant only that we will perform services in a professional and workmanlike manner consistent with generally accepted industry practice. Your exclusive remedy for breach of this warranty is re-performance of the deficient service, provided you notify us in writing within thirty (30) days after you discover, or reasonably should have discovered, the deficiency, and in no event more than ninety (90) days after the service was performed.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
1. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST PATIENTS OR CUSTOMERS, LOST OR CORRUPTED DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. This paragraph does not limit either party’s indemnification obligations under Section 17. Amounts payable under Section 17, including defense costs, settlements, judgments, statutory damages, and regulatory penalties, are recoverable in full however characterized.
2. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID US IN THE six (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. WE ARE NOT LIABLE FOR: missed, dropped, misrouted, or incorrectly transcribed calls; errors, omissions, or unexpected outputs of AI systems; outages, failures, errors, price changes, or discontinuation by third-party platforms, carriers, or AI providers; your own configuration changes or those made by anyone other than us; your failure to obtain required consents or to comply with applicable law; or any clinical, medical, or emergency situation arising from a caller’s interaction with an automated system.
4. SEPARATE, HIGHER CAP FOR CONFIDENTIALITY AND DATA SECURITY CLAIMS. The cap in paragraph 2 does not apply to claims arising from our breach of Section 10 (Confidentiality), our breach of an executed Business Associate Agreement, or a security incident affecting information in our custody or control. For those claims, our total aggregate liability shall not exceed the greater of (i) the total amount you paid us in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) the proceeds actually available to us under our applicable insurance coverage.
5. NO LIMITATION APPLIES TO THE FOLLOWING: a party’s gross negligence, willful misconduct, or fraud; your payment obligations; your indemnification obligations under Section 17; or any limitation prohibited by applicable law.
6. You acknowledge that these limitations are a fundamental basis of the bargain and that fees would be materially higher without them.
You will defend, indemnify, and hold harmless CareWise, VLS Capital Enterprises, LLC, and their officers, members, employees, and contractors from any third-party claim, demand, loss, liability, damage, penalty, or expense (including reasonable attorney fees) arising out of or relating to: your use of the services; content, data, or instructions you provide; your failure to obtain required consents from your patients, customers, or callers; your violation of HIPAA, the TCPA, CAN-SPAM, state recording or telemarketing laws, or any other law; your configuration or modification of systems after delivery; or your breach of these Terms.
We will defend, indemnify, and hold you harmless from any third-party claim that our deliverables, as delivered by us and used as directed, infringe a United States copyright or trademark, subject to the liability cap in Section 16.
Before filing any claim, you agree to contact us at [email protected] with a written description of the dispute and to negotiate in good faith for 30 days.
If informal resolution fails, any dispute arising out of or relating to these Terms or the services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will be conducted by videoconference, or, at CareWise’s election, in person in the county of CareWise’s then-current principal place of business. The arbitrator’s award may be entered in any court of competent jurisdiction.
DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information. CareWise may also bring an action in any court of competent jurisdiction to collect amounts owed that you have not disputed in good faith and in writing, and you consent to jurisdiction in any court where you reside or do business for that purpose.
Arbitration will be conducted by a single arbitrator in English. For claims seeking less than $10,000, the arbitrator will decide the matter solely on written submissions, without a formal hearing, unless the arbitrator determines a hearing is necessary. For claims of $10,000 or more, hearings are conducted by video or telephone unless the arbitrator determines an in-person hearing is necessary.
Frivolous or improper claims. To the extent permitted by law, a claimant must pay the responding party’s costs, including attorney fees, if the arbitrator determines that the claim was frivolous or was brought for an improper purpose such as harassment or delay.
You may opt out of the arbitration requirement in this Section 18 within thirty (30) days of first accepting these Terms by emailing [email protected] with your full name, mailing address, email address, and a clear statement that you are opting out of binding arbitration. Opting out will not affect any other provision of these Terms, and CareWise will not retaliate against you for doing so. If you opt out, disputes will be resolved in the courts identified in Section 19.
Any claim must be brought within one (1) year after the cause of action arises, or it is permanently barred, except where a longer period is required by law.
These Terms are governed by the laws of the State of Wyoming, the state in which VLS Capital Enterprises, LLC is organized, without regard to its conflict of laws principles. Subject to Section 18, the exclusive venue for any action not subject to arbitration is the state or federal courts located in Sheridan County, Wyoming, and you consent to personal jurisdiction there.
Nothing in this Section limits the application of any consumer protection, privacy, or health information law that applies to you or to your customers by its own terms and cannot be waived by contract.
Independent Contractor. We are an independent contractor. Nothing creates a partnership, joint venture, employment, or agency relationship.
Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government action, epidemics, internet or telecommunications failures, and failures of third-party platforms.
Release. To the fullest extent permitted by law, you release CareWise and its officers, members, employees, and contractors from responsibility, liability, claims, demands, and damages of every kind arising out of or relating to disputes between you and your own patients, customers, authorized users, or other third parties.
Subcontractors. We may engage subcontractors, contractors, and vendors to perform portions of the services. We remain responsible for their performance and for their compliance with these Terms. Where a subcontractor will create, receive, maintain, or transmit PHI, we will execute a business associate agreement with that subcontractor before any PHI is made available to them, as HIPAA requires.
Assignment. You may not assign these Terms without our written consent. We may assign to a successor in connection with a merger, acquisition, or sale of assets.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder stays in effect.
Waiver. Failure to enforce any provision is not a waiver of it.
Notices. Notices to us go to [email protected] and to the mailing address in Section 22. Notices to you go to the email address on your account. Email notice is effective when sent, absent a delivery failure.
Survival. Sections 3.6, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20 survive termination or expiration of these Terms, together with any other provision that by its nature is intended to survive. Amounts accrued before the effective date of termination remain due and payable, and Section 7 continues to apply to them.
Entire Agreement. These Terms, together with your Order, the Privacy Policy, and any executed Business Associate Agreement, constitute the entire agreement and supersede all prior discussions, proposals, and representations.
Order of Precedence. In the event of conflict: (1) an executed Business Associate Agreement as to PHI; (2) a signed Order or statement of work as to the specific terms it addresses; (3) these Terms; (4) the Privacy Policy.
We may modify these Terms at any time by posting the revised version with an updated date. For clients with active engagements, material changes take effect at the start of the next billing period following 30 days’ notice.Continued use after the effective date constitutes acceptance.
CareWise AI Consulting Group A trade name of VLS Capital Enterprises, LLC, a Wyoming limited liability company 30 N. Gould Street, Suite R Sheridan, WY 82801 United States
Phone: 843-380-5159 General inquiries: [email protected] Service, billing, and contract notices: [email protected] Privacy and data requests: [email protected] Web: www.carewiseaigroup.com