CaseLoop  |  Loop Holdings Inc.

Effective Date: Upon Acceptance

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “I AGREE,” CHECKING AN ACCEPTANCE BOX, OR OTHERWISE ACCESSING OR USING THE CASELOOP SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

These Terms of Service (“Agreement”) are entered into between Loop Holdings Inc., an Idaho S-Corporation doing business as CaseLoop (“CaseLoop,” “we,” “us,” or “our”) and the organization or individual accepting these terms (“Practice,” “you,” or “your”). This Agreement governs your access to and use of the CaseLoop software platform and related services.

Google user data. Google user data obtained through the Services is handled as described in the CaseLoop Privacy Policy, which is incorporated into this Agreement by reference.

01The CaseLoop Services

1.1Services. CaseLoop provides a local-first case management and workflow automation software platform designed to assist behavioral health and social service practices in managing cases, generating compliance reports, automating administrative workflows, and related functions (collectively, the “Services”).

1.2Local-First Architecture. The Services operate on a zero-custody architecture. All data processing occurs locally on your device. CaseLoop does not store, transmit, or retain your data or your clients’ data on CaseLoop’s servers or any third-party cloud infrastructure. AI processing, where applicable, is performed using locally installed models on your device.

1.3Browser Automation. Certain features of the Services use browser automation technology to interact with third-party case management platforms and software systems on your behalf, within your authenticated sessions, and solely at your direction. This browser automation operates exclusively within access permissions you already hold as an authorized user of those platforms. CaseLoop does not independently access, store, or transmit any data retrieved through browser automation.

1.4Updates and Modifications. CaseLoop reserves the right to modify, update, or discontinue any aspect of the Services at any time. We will provide reasonable notice of material changes where practicable. Your continued use of the Services following notice of any modification constitutes your acceptance of the modified terms.

02Acceptance and Eligibility

2.1Acceptance. By clicking “I Agree” or otherwise accessing or using the Services, you represent that you have read, understood, and agree to be bound by this Agreement in its entirety.

2.2Authority. If you are accepting this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement. In that case, “Practice” refers to that organization.

2.3Eligibility. You represent and warrant that you are at least 18 years of age, are legally permitted to enter into this Agreement in your jurisdiction, and are a licensed or authorized behavioral health or social service provider or administrator.

03Authorized Use

3.1License Grant. Subject to your compliance with this Agreement, CaseLoop grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal practice management and administrative purposes.

3.2Permitted Use. You may use the Services to manage your active cases, generate compliance and quality assurance reports, automate administrative workflows, and perform other functions within the intended scope of the Services.

3.3Prohibited Use. You shall not:

  • Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
  • Use the Services to access data or systems you are not independently authorized to access;
  • Attempt to reverse engineer, decompile, disassemble, or derive the source code of the Services;
  • Resell, sublicense, rent, lease, or otherwise transfer the Services or any rights therein to any third party;
  • Use the Services to transmit malicious code, viruses, or any content of a destructive nature;
  • Use the Services in any manner that could damage, disable, overburden, or impair CaseLoop’s infrastructure or interfere with any other party’s use of the Services;
  • Attempt to gain unauthorized access to any portion of the Services or any systems or networks connected to the Services; or
  • Use the Services to collect or aggregate data belonging to other practices or entities without their express written consent.

04Your Data

4.1Ownership. All data you input into or generate through the Services, including data relating to your cases and clients (“Practice Data”), remains your sole property. CaseLoop does not claim any ownership interest in Practice Data.

4.2Zero Custody. As described in Section 1.2, CaseLoop does not take custody of Practice Data at any point. Practice Data is processed locally on your device and is not transmitted to or stored on CaseLoop’s servers. CaseLoop has no ability to access, retrieve, or disclose Practice Data on your behalf.

4.3Your Responsibilities. You are solely responsible for:

  • The accuracy, completeness, and legality of all Practice Data you input into the Services;
  • Maintaining appropriate backups of Practice Data;
  • Ensuring that your use of the Services, and any data you input, complies with all applicable laws and regulations, including but not limited to applicable state and federal privacy laws; and
  • Obtaining all necessary consents and authorizations from your clients and other individuals whose data you input into the Services.

4.4Diagnostic Data. CaseLoop may collect limited, anonymized technical and diagnostic data relating to your use of the Services, such as error logs and performance metrics, solely for the purpose of improving the Services. This data does not include Practice Data and is not identifiable to you or your clients.

05Third-Party Platforms

5.1Third-Party Platform Responsibility. The Services may interact with third-party software platforms at your direction and on your behalf (“Third-Party Platforms”). You are solely responsible for:

  • Ensuring that your use of the Services in connection with any Third-Party Platform complies with that platform’s terms of service, acceptable use policies, and any other applicable agreements;
  • Obtaining any necessary authorizations or permissions from Third-Party Platform providers before directing CaseLoop to interact with those platforms on your behalf; and
  • Maintaining the confidentiality and security of your access credentials for all Third-Party Platforms.

5.2No CaseLoop Liability. CaseLoop makes no representation that the Services are authorized under any particular Third-Party Platform’s terms of service. CaseLoop is not a party to any agreement between you and any Third-Party Platform and bears no liability for any claim, dispute, suspension, or termination arising from your use of the Services in connection with a Third-Party Platform.

5.3Indemnification. You agree to indemnify, defend, and hold CaseLoop harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim brought by a Third-Party Platform provider arising from your use of the Services in connection with that platform.

06HIPAA and Privacy

6.1HIPAA Compliance. CaseLoop’s zero-custody architecture is designed to support your compliance with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and applicable state privacy laws. Because CaseLoop does not store or transmit Protected Health Information (“PHI”), CaseLoop may qualify as a software tool rather than a Business Associate under HIPAA in certain circumstances.

6.2Business Associate Agreement. To the extent that HIPAA requires a Business Associate Agreement (“BAA”) between you and CaseLoop, CaseLoop will make a BAA available to you upon request. Please contact legal@caseloop.co to request a BAA. Execution of a BAA is not required to use the Services but is available for practices that require one for compliance purposes.

6.3Your Privacy Obligations. You are solely responsible for ensuring that your use of the Services complies with all applicable privacy laws and regulations, including HIPAA, applicable state privacy laws, and any program participation requirements to which you are subject. CaseLoop does not provide legal or compliance advice.

07Intellectual Property

7.1CaseLoop Ownership. CaseLoop and its licensors retain all right, title, and interest in and to the Services, including all software, technology, algorithms, interfaces, documentation, and related materials. Nothing in this Agreement transfers any ownership interest in the Services to you.

7.2Feedback. If you provide CaseLoop with suggestions, ideas, or feedback regarding the Services (“Feedback”), you hereby grant CaseLoop a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without compensation or attribution to you.

7.3Restrictions. You shall not remove, obscure, or alter any proprietary notices, labels, or marks on the Services.

08Confidentiality

8.1CaseLoop Confidential Information. You acknowledge that the Services, including their underlying technology, algorithms, and functionality, constitute confidential and proprietary information of CaseLoop. You agree not to disclose, reproduce, or use CaseLoop’s confidential information except as necessary to use the Services in accordance with this Agreement.

8.2Practice Data. CaseLoop acknowledges that Practice Data constitutes confidential information of the Practice. Consistent with CaseLoop’s zero-custody architecture, CaseLoop does not access or retain Practice Data and has no obligation to maintain its confidentiality beyond ensuring that the Services do not transmit Practice Data externally.

09Disclaimers

9.1No Warranty. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. CASELOOP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

9.2No Professional Advice. The Services are software tools and do not constitute legal, compliance, clinical, or professional advice of any kind. You are solely responsible for all decisions made in connection with your use of the Services.

9.3Third-Party Platforms. CASELOOP MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY THIRD-PARTY PLATFORM, INCLUDING ITS AVAILABILITY, ACCURACY, OR COMPATIBILITY WITH THE SERVICES.

10Limitation of Liability

10.1Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CASELOOP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES, EVEN IF CASELOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CASELOOP’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO CASELOOP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

10.3Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. CASELOOP WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

11Indemnification

You agree to indemnify, defend, and hold harmless CaseLoop and its officers, directors, employees, agents, and successors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your violation of this Agreement; (c) your violation of any applicable law or regulation; (d) any claim by a Third-Party Platform provider arising from your use of the Services in connection with that platform; or (e) any claim by a third party arising from Practice Data you input into the Services.

12Term and Termination

12.1Term. This Agreement is effective upon your acceptance and continues until terminated in accordance with this Section.

12.2Termination by You. You may terminate this Agreement at any time by discontinuing your use of the Services and deleting the CaseLoop application from your device.

12.3Termination by CaseLoop. CaseLoop may suspend or terminate your access to the Services at any time, with or without cause, upon reasonable notice. CaseLoop may terminate your access immediately and without notice if you materially breach this Agreement or if continued access poses a risk to the Services or other users.

12.4Effect of Termination. Upon termination, your license to use the Services immediately terminates. Because CaseLoop does not store Practice Data, termination does not affect data stored locally on your device. Sections 4.1, 5.3, 7, 8, 9, 10, 11, and 13 shall survive termination of this Agreement.

13Miscellaneous

13.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of law provisions, except to the extent preempted by federal law.

13.2Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, either party may pursue available legal remedies. The parties consent to the exclusive jurisdiction of the state and federal courts located in Idaho for resolution of any such dispute.

13.3Entire Agreement. This Agreement, together with any BAA executed between the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations, and understandings.

13.4Amendment. CaseLoop reserves the right to amend this Agreement at any time by posting updated terms at caseloop.co/terms or by notifying you through the Services. Your continued use of the Services following notice of any amendment constitutes your acceptance of the amended Agreement.

13.5Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.6Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing. The failure of either party to enforce any provision shall not constitute a waiver of that party’s right to enforce such provision in the future.

13.7Assignment. You may not assign this Agreement or any rights hereunder without CaseLoop’s prior written consent. CaseLoop may assign this Agreement without restriction.

13.8No Third-Party Beneficiaries. This Agreement does not create any rights in third parties.

13.9Notices. Notices to CaseLoop under this Agreement shall be sent to legal@caseloop.co. Notices to you shall be sent to the email address associated with your account.

13.10Force Majeure. CaseLoop shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, or third-party service failures.

Acceptance

By clicking “I Agree” or otherwise accessing or using the CaseLoop Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

If you have questions about these Terms of Service, please contact us at legal@caseloop.co.

Loop Holdings Inc. d/b/a CaseLoop  |  legal@caseloop.co  |  caseloop.co/terms