Terms of Service

SMS-Based Authentication

Val uses phone numbers as the primary method of account authentication. When creating an account or logging in, SMS text messages containing verification codes may be sent to the phone number associated with your account to confirm your identity. By providing your phone number during registration, you consent to receiving these transactional SMS verification messages.

Care Coordination SMS Messages

Val sends care coordination SMS messages to treatment facility patients on behalf of provider clients. These messages are sent only to patients who have provided prior written consent during intake. Message types include post-discharge check-ins, appointment reminders, and recovery resource information. Standard message and data rates may apply. Reply STOP to opt out at any time.

Scope of SMS Use

• •Authentication messages are sent solely to verify your identity
• •Care coordination messages are sent only to patients with prior written consent obtained at intake
• •No marketing or promotional SMS messages will be sent
• •AI check-in calls are delivered only with explicit opt-in consent obtained at registration
• •Phone numbers are processed in accordance with our Privacy Policy and applicable HIPAA requirements
• •Standard message and data rates from your carrier may apply
• •Phone numbers are never sold or shared with third parties for marketing purposes
• •Reply STOP at any time to opt out of care coordination messages

HIPAA Compliance

• •Full BAA execution required before service activation
• •End-to-end encryption for all PHI in transit and at rest
• •Comprehensive audit logging and access controls
• •Incident response and breach notification procedures
• •Regular security assessments and compliance reviews

1. Applicability

To the extent Customer is a "Covered Entity" or "Business Associate" under HIPAA, and Customer uses the Services in a manner that involves Protected Health Information ("PHI"), this Section shall apply and constitute a Business Associate Agreement ("BAA") between Customer and Val Care LLC ("Val").

2. Role of the Parties

Customer acknowledges that:

• •Customer is the Covered Entity (or Business Associate acting on behalf of a Covered Entity), and
• •Val acts as a Business Associate in providing the Services

Customer remains solely responsible for:

• •Compliance with applicable laws
• •Obtaining all required patient consents and authorizations

3. Permitted Use of PHI

Val may use and disclose PHI:

• •To provide, maintain, and improve the Services
• •To communicate with patients or alumni as directed by Customer
• •For internal operations, including system optimization and analytics
• •As required by law

Val will limit use of PHI to what is reasonably necessary to perform the Services.

4. AI and Automated Processing

Customer acknowledges and agrees that:

• •The Services may include automated and AI-driven processing of PHI, including communications and analytics
• •Val may use PHI to improve system performance, provided reasonable safeguards are applied

Customer is responsible for determining whether such use complies with its regulatory and clinical obligations.

5. Safeguards

Val will implement reasonable and appropriate administrative, technical, and physical safeguards to protect PHI, including:

• •Access controls
• •Encryption in transit and at rest (where applicable)
• •Monitoring and logging

Val does not guarantee that the Services are free from all security risks.

6. Subprocessors

Val may use third-party service providers ("Subprocessors") to deliver the Services.

Customer authorizes Val to:

• •Engage Subprocessors as necessary
• •Share PHI with Subprocessors subject to appropriate contractual protections

7. Breach Notification

Val will notify Customer of any confirmed breach of unsecured PHI:

• •Without unreasonable delay
• •No later than 30 days after discovery

8. Access, Amendment, and Accounting

To the extent required by law and reasonably feasible, Val will:

• •Provide access to PHI
• •Support reasonable amendment requests
• •Provide information for accounting of disclosures

Val is not required to modify system logs, derived data, or internal analytics.

9. De-Identified Data

Val may de-identify PHI in accordance with HIPAA and use such data for:

• •Product improvement
• •Analytics
• •Benchmarking

De-identified data is not considered PHI.

10. Termination

Upon termination of Services:

• •Val will return or delete PHI where reasonably feasible
• •If not feasible, Val will continue to protect such PHI

11. Limitation of Liability

To the maximum extent permitted by law:

• •Val's total liability related to PHI shall not exceed the fees paid by Customer in the 12 months preceding the claim
• •Val shall not be liable for indirect, incidental, or consequential damages

12. Indemnification

Customer agrees to indemnify and hold Val harmless from claims arising out of:

• •Customer's misuse of the Services
• •Failure to obtain required patient consent
• •Customer's violation of applicable laws

13. Updates to Terms

Customer acknowledges and agrees that:

• •Val may update these Terms from time to time
• •Continued use of the Services constitutes acceptance of any updates
• •Updated terms shall apply prospectively

Account Administration

• •Designate authorized administrators for your facility's Val instance
• •Maintain confidentiality of administrative credentials
• •Promptly notify Val of any unauthorized access or security concerns
• •Ensure staff compliance with usage policies and procedures

Alumni Enrollment

• •Obtain appropriate consent from alumni before enrollment
• •Provide accurate contact information and preferences
• •Inform alumni of the nature and purpose of the service
• •Maintain records of consent in accordance with applicable regulations

Clinical Oversight

• •Respond appropriately to risk alerts and early warning indicators
• •Maintain clinical protocols for alumni intervention when needed
• •Understand that Val supplements but does not replace clinical judgment

Provider Rights

• •Your facility retains ownership of all alumni data and content
• •Your branding and trademarks remain your exclusive property
• •Data portability available upon request or contract termination

Val Rights

• •Val platform, AI models, algorithms, and technology
• •Aggregated, de-identified insights for service improvement
• •Val branding, logos, and proprietary methodologies

Clinical Disclaimer

Val is a support tool designed to enhance alumni engagement and provide early warning indicators. It does not provide medical advice, diagnosis, or treatment. Clinical decisions remain the sole responsibility of the Provider's licensed professionals.

AI Limitations

• •AI analysis is probabilistic and may not identify all risk factors
• •Transcription accuracy depends on audio quality and clarity
• •Val's insights should inform, not replace, clinical assessment
• •Provider retains responsibility for intervention decisions

Term and Renewal

Service agreements are typically annual with automatic renewal unless terminated with 60 days written notice. Specific terms are outlined in your facility's service agreement.

Termination

Either party may terminate for material breach with 30 days written notice and opportunity to cure. Upon termination, Val will provide data export and transition support for up to 90 days.

Limitation of Liability

Val's liability is limited to the fees paid by Provider in the 12 months preceding any claim. Neither party is liable for indirect, incidental, consequential, or punitive damages.

Indemnification

Each party agrees to indemnify the other against third-party claims arising from breach of these Terms or applicable law.

Governing Law

These Terms are governed by the laws of the State of Delaware. Disputes will be resolved through binding arbitration in accordance with AAA Commercial Arbitration Rules.