MyCompass System User Agreement

Gray Matters Alliance, LLC — MyCompass System User Agreement
Effective Date: August 15, 2025 · Version 2.1 · Last Updated: July 19, 2026

1. Introduction; Acceptance

This User Agreement (the “Agreement” or “Contract”) is a legally binding contract between you and Gray Matters Alliance, LLC, a Missouri limited liability company organized under Chapter 347 of the Revised Statutes of Missouri (“GMA,” “we,” or “us”). You accept this Agreement by signing it, clicking “I Agree,” “Sign Up,” or a similar button, or by registering for, accessing, or using the Services. If you do not agree, do not accept and do not access or use the Services. You may end this Agreement at any time as described in Section 20. The Privacy Policy, the Notice of Privacy Practices, and the Documentation are incorporated by reference into this Agreement and form part of the contract between you and GMA.

a. Accessible Acceptance. GMA will make acceptance of this Agreement available through accessible means, including augmentative and alternative communication (AAC) devices, eye-gaze and switch access, screen readers, large print, verbal assent witnessed and documented by GMA personnel, and acceptance by a Legally Authorized Representative under Section 2. Auxiliary aids, language assistance, and a paper copy of this Agreement are available free of charge on request.

b. Electronic Records Consent. By accepting electronically, you agree that this Agreement may be executed and delivered by electronic means under the Missouri Uniform Electronic Transactions Act (Sections 432.200 to 432.295, RSMo) and the federal E-SIGN Act, and you consent to receive this Agreement, related notices, and disclosures electronically. You may withdraw that consent or request paper copies at any time by contacting us at the address in Section 22(e); withdrawal does not terminate the Agreement but may limit features that depend on electronic delivery.

2. Capacity; Legally Authorized Representatives; Minors

a. Presumption of Capacity. Adults are presumed to have the capacity to accept this Agreement. GMA honors supported decision-making: an End User may receive assistance from persons of their choosing in reviewing and deciding whether to accept, and the use of such support does not diminish the End User’s own acceptance.

b. Legally Authorized Representatives. If an End User lacks legal capacity to contract, this Agreement must be accepted on the End User’s behalf by a Legally Authorized Representative (“LAR”), being a guardian or conservator appointed under Chapter 475, RSMo, an attorney-in-fact acting under a valid durable power of attorney under the Missouri Durable Power of Attorney Law (Sections 404.700 to 404.735, RSMo), or a person holding equivalent authority under the law of the End User’s state of residence, acting within the scope of that authority. Consistent with Missouri’s least-restrictive-alternative principles (Section 475.075, RSMo), GMA will look to the least-restrictive valid authority sufficient for the decision at hand. The LAR represents that their authority is valid and current and agrees to provide documentation of it on GMA’s request. Acceptance by an LAR binds the End User only to the extent permitted by law, and the End User retains all rights not lawfully delegated to the LAR.

c. Minors; Children Under 13. The Services may be used by an individual under 18 only if this Agreement is accepted by the minor’s parent, guardian, or LAR, who agrees to be responsible for the minor’s use. For End Users under 13, GMA complies with the Children’s Online Privacy Protection Act (COPPA): GMA obtains verifiable parental consent before collecting personal information from the child; collects no more personal information than is reasonably necessary to provide the Services; and does not condition the child’s use of the Services on the collection of more information than necessary. The consenting parent or guardian may at any time review the child’s personal information, direct GMA to delete it, and refuse to permit further collection or use (which may require ending the child’s Subscription). Children’s information is handled as described in our Privacy Policy and, where it is PHI, under HIPAA and Section 11.

d. Parental Controls. At the request of a parent or guardian, GMA will configure content filtering, usage restrictions, and activity monitoring for a minor End User’s device and Account, using GMA’s mobile device management and filtering tools, consistent with the Privacy Policy. GMA will implement the configuration the parent or guardian directs within the capabilities of the Services; the parent or guardian remains responsible for supervising the minor’s use, and no filtering or monitoring technology is guaranteed to block all content or detect all activity.

e. Caregivers and Contacts. If you are accepting as a Caregiver or contact, you are accepting for yourself, concerning your own use of the Services; you are not certifying the End User’s capacity, and you are not assuming the End User’s obligations.

3. The Services

This Agreement applies to GMA’s technology platform and applications, currently comprising the MyCompass App, the Compass Care Calling App, the Compass Care Alerts App, the MyCompass Web Portal, the Compass Care Command Center, Nora Caregiver Intelligence, and any legacy GMA platform versions (including GMA System II and GMA System III) until retired (collectively, the “MyCompass System,” the “Services,” or the “Platform”). The Services provide assistive communication, remote support, care coordination, and related technology functions described in the Documentation, together with ongoing and monthly support from GMA’s support team as described in Section 15. GMA does not provide clinical services; support services are consultative, as described in Section 15(b).

Compass Care Command Center. The Compass Care Command Center is GMA’s web-based administration platform for Facilities and other provider organizations (“Customer Organizations”). It is made available to Customer Organizations under separate organizational service agreements and Business Associate Agreements with GMA, which govern the Customer Organization’s and its Organizational Users’ use of the Command Center, including tenant segregation between unrelated Customer Organizations’ data. This Agreement governs an individual’s use of the consumer-facing Services described above; if you access the Command Center as an Organizational User of a Customer Organization, your Customer Organization’s agreement with GMA governs that access. GMA’s privacy practices for the Command Center are described in the Privacy Policy.

a. GMA-Provided Device. Unless your order form states otherwise, GMA provides the tablet or other device used to access the Services. The device remains GMA’s property and is provided for the End User’s use during the Subscription. You agree to take reasonable care of the device, to use it only with the Services, and to promptly report loss, theft, or damage. Normal wear is expected. GMA will replace the device, meaning the GMA-provided tablet or comparable hardware running the GMA System, one (1) time during the Subscription in the event of loss, damage, or malfunction; any additional replacements are handled as stated in your order form. This one-time replacement does not include IoT devices, sensors, or other Integrated Service hardware (for example, physiologic monitoring sensors, elopement-detection or incontinence-monitoring devices, wearables, or robotic feeding devices); those products are covered, if at all, by the applicable manufacturer’s or vendor’s warranty, including the warranties of GMA’s business associate partners, and not by GMA. See Sections 13(c) and 15(c). Upon termination, GMA-provided devices are released to you as described in Section 20(f), not returned. GMA-provided devices are managed through GMA’s mobile device management tools as described in the Privacy Policy (and, for minors, Section 2(d)).

b. GMA-Provided Connectivity. GMA provides cellular data connectivity for GMA-provided devices through national carrier partners under contract with GMA (currently including Verizon and T-Mobile), covered by Business Associate Agreements where PHI is transmitted. GMA will use commercially reasonable efforts to maintain connectivity through its carrier partners, but does not control carrier networks; see Section 8.

4. Changes to This Agreement

We may modify this Agreement and our Privacy Policy from time to time. Changes are not retroactive. If we make material changes, we will notify you through the Services or by other reasonable means before the changes take effect, with an opportunity to review them. Material changes to Section 21 (Dispute Resolution) or to our data practices will take effect for you only upon your affirmative acceptance, or upon clearly presented notice with a genuine opportunity to decline and close your Account with transition support under Section 20(e). For other changes, your continued use of the Services after the effective date constitutes acceptance. If you object to any change, you may close your Account and stop using the Services.

5. Your Account

a. Credentials. Do not share your password or username. Notify us promptly at itsupport@graymattersalliance.com if you believe your Account or credentials have been compromised. You are responsible for activity occurring through your Account until you report misuse or close the Account.

b. Ownership of Account. As between you and others, your Account belongs to you. If your Subscription is funded by another party (for example, a Facility or a family member), the funding party may end its funding of your Subscription, and your access may terminate to the extent it was paid for by that party, subject to the notice, data-export, and transition protections in Section 20(e).

c. Suspension and Disablement. We may disable an Account immediately, for so long as reasonably necessary, to protect the Services or address a violation of this Agreement. If we do, we will promptly notify you, explain the basis where lawful to do so, and provide a process to seek review and reinstatement. To question a suspension, or to terminate or permanently delete your Account, contact itsupport@graymattersalliance.com or info@graymattersalliance.com.

6. Use; Restrictions

You may use the Services only during the Term, in accordance with this Agreement and the Documentation. You agree not to, and not to permit any third party to: (a) sublicense, redistribute, sell, lease, lend, or rent the Services; (b) make the Services available over a network for simultaneous use by multiple devices owned or operated by different people, except as the Services are designed to permit; (c) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of the Services; (d) copy, modify, or create derivative works of the Services; (e) circumvent or interfere with security or access-control features; (f) use the Services’ communications systems to send unauthorized or unsolicited commercial communications; (g) attempt to gain unauthorized access to, test the vulnerability of, or disrupt the Services; (h) distribute spam or malware; or (i) use the Services in any way that violates the privacy or rights of others or any applicable law, or for any unlawful or harmful purpose.

7. Third-Party Software and Services

a. Integrated Services. The Services interoperate with hardware, software, and services provided by third parties that GMA has selected and contracted with, for example, physiologic and safety sensors, medication reminder and dispensing tools, wearables, and communication services (“Integrated Services”). Before any Integrated Service exchanges Protected Health Information with the Platform, GMA requires a Business Associate Agreement or comparable HIPAA-compliant data-protection contract, as described in our Privacy Policy. GMA remains responsible for its contracted service providers to the extent required by law and those agreements.

b. Incidental Third-Party Software. Software provided by a third party and installed on your tablet or device as part of the Services may be used only in connection with the Services and is subject to that third party’s license terms.

c. Apple HealthKit and HomeKit. Where enabled and authorized by you, the Platform integrates with Apple HealthKit and HomeKit. GMA uses that data solely to provide health, care, and safety functionality; does not use it for advertising, marketing, or sale; and protects it as PHI under our Privacy Policy once received into the MyCompass System.

d. Independent Third-Party Services and Links. The Services may also enable you to reach websites, content, or services that you obtain independently from third parties outside the MyCompass System (“Independent Services”), which are governed by their own terms. GMA does not control Independent Services and, to the maximum extent permitted by law, is not responsible for them; your interactions with Independent Services are between you and the third party. This subsection does not limit GMA’s responsibility for Integrated Services under Section 7(a) or GMA’s obligations under HIPAA and the Privacy Policy.

8. Network Limitations

Where GMA provides your device and cellular connectivity (Section 3(a) to (b)), GMA will use commercially reasonable efforts to maintain service through its carrier partners; where you use your own device or network, access depends on your device’s capabilities and your carrier or internet service. GMA is not responsible for performance failures caused by network outages, coverage gaps, carrier failures, or power outages beyond GMA’s control. Because alerts and communications depend on power and connectivity, you should not rely on the Services as your only means of summoning help. See Section 13 (Important Safety Notice). You (or the Facility, as applicable) are responsible for keeping devices charged and powered, keeping GMA-provided devices within carrier coverage areas, maintaining any internet or network service you supply yourself, permitting installation of updates GMA makes available, and promptly reporting device damage or malfunction; alerts and features may not function if these responsibilities are not met. GMA is responsible for maintaining the cellular service plan on GMA-provided devices as described in Section 3(b).

9. Monitoring; Usage Data; Communications Consent

We may monitor and collect configuration, performance, and usage data relating to your use of the Services (“Usage Data”) to deliver the Services (tracking entitlements, providing support, monitoring performance, integrity, and stability, and preventing or addressing service and security issues) and to improve our products and your experience. You must not interfere with that monitoring. We access Your Submissions and Health Data only as necessary to provide the Services, as permitted by Section 10(c), or as required by law, and always consistent with HIPAA and our Privacy Policy. Usage Data used for product improvement and analytics is de-identified or aggregated; identifiable data remains governed by HIPAA and the Privacy Policy, and is never sold (Section 11(c)).

Call and Message Content. GMA does not record or store the audio or video content of calls or video sessions transmitted through the Services (including Compass Care Calling), and does not access call content; GMA collects communications metadata (such as timestamps, duration, and direction) as described in the Privacy Policy. If recording functionality is ever implemented in the future, it will be enabled only with express authorization, advance notice to all participants, a Privacy Policy update, and compliance with applicable federal and state wiretap and two-party/all-party consent laws.

By providing a telephone number, you consent to receive operational, support, safety, alert, and account-related calls and text messages from GMA at that number, including messages sent using automated technology or prerecorded voice; message and data rates may apply; consent to marketing messages, if ever requested, is separate and is not a condition of any purchase; and you may opt out of non-essential messages at any time by following the instructions in the message or contacting us, understanding that opting out of safety and alert messages may limit the functionality of the Services.

10. Your Submissions

a. Communication and Sharing. The Services allow you to communicate and share Content with other Users (“Your Submissions”) and to view Content shared by other Users (“User Submissions”). We honor the sharing and visibility choices you make where settings are available, including an End User’s choices about who is in their contacts. Your Submissions are shared with your Facility and the Caregivers and contacts you (or your LAR, within their authority) designate, as configured for your Account. GMA safeguards Your Submissions in accordance with this Agreement, HIPAA where applicable, and our Privacy Policy. Please understand that GMA cannot control what authorized recipients do with information after they receive it outside the Platform, and you should exercise judgment about what you share.

b. Ownership; License to GMA. You retain all Intellectual Property Rights in Your Submissions and represent that you have the rights needed to share them. You grant GMA a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, transmit, and adapt Your Submissions solely as necessary to operate, provide, secure, and support the Services, sublicensable only to GMA’s contracted service providers bound by obligations at least as protective as this Agreement. This license ends when you delete the Content or close your Account, except for copies retained in routine backups or as retention is required by law or described in the Privacy Policy.

c. Required Access and Disclosure. We may access, preserve, and disclose Content, Health Data, or related information where we reasonably believe it necessary to (i) comply with applicable law, regulation, legal process, or governmental request; (ii) enforce this Agreement, including investigating potential violations; (iii) detect, prevent, or address fraud, security, or technical issues; or (iv) respond to your support requests, in each case consistent with HIPAA’s requirements, including minimum-necessary standards, and our Privacy Policy.

d. Use of Others’ Data. Except as permitted by a User, you may not Process another User’s Submissions outside the Services’ platform and interfaces. Each such User is a third-party beneficiary of this Section 10(d).

11. Health Data; HIPAA; Protected Health Information

a. GMA’s HIPAA Posture. GMA operates as a covered entity and/or as a business associate, as applicable to the function being performed, under the Health Insurance Portability and Accountability Act (“HIPAA”). In particular, where a Customer Organization uses the Compass Care Command Center to serve its own clients, GMA acts as that Customer Organization’s business associate and the governing Business Associate Agreement controls GMA’s use and disclosure of that Customer Organization’s client PHI. Protected Health Information (“PHI”) created, received, maintained, or transmitted through the Services is governed by HIPAA, our Privacy Policy, our Notice of Privacy Practices (“NPP”), and the Business Associate Agreements GMA maintains with its facility partners, payers’ agents, and technology vendors as applicable. If this Agreement conflicts with HIPAA, the NPP, or an applicable BAA with respect to PHI, HIPAA, the NPP, and the BAA control.

b. Your Health Data Choices. The Platform and its Integrated Services Process certain Health Data. Your Health Data is shared with your Facility and with the Caregivers and contacts designated for your Account, as configured by you or your LAR within their authority. If you do not want a category of Health Data Processed, do not enable, or ask us to disable, the features and Integrated Services that collect it; we will explain the care and safety functions that will be affected before making changes.

c. No Sale; No Marketing. Our promise: we will never sell your information, and we will never use or disclose your information, including de-identified information, for third-party marketing, advertising, data brokering, or commercial AI training, under any circumstances. This promise is contractual and is detailed in our Privacy Policy and Notice of Privacy Practices, including its application to any successor of GMA’s business.

d. No Waiver of Rights. Nothing in this Agreement waives, limits, or conditions any right you hold under HIPAA (including access, amendment, accounting of disclosures, restriction requests including the self-pay restriction, and the right to revoke authorizations) or under applicable state health-privacy law.

e. Security Incidents. GMA maintains administrative, physical, and technical safeguards as described in the Privacy Policy; GMA’s cloud-hosting environments (production and staging alike) and its cellular carrier partners operate under Business Associate Agreements where PHI is involved, and will respond to security incidents and provide breach notifications as required by HIPAA, the HITECH Act, and applicable state breach-notification laws.

12. Nora Caregiver Intelligence (AI Features)

a. What Nora Is. Nora Caregiver Intelligence (“Nora”) uses artificial intelligence to provide caregiver support, summaries, reminders, prompts, and insights drawn from information in the MyCompass System, and is available in the consumer-facing Services and, for Customer Organizations, in the Compass Care Command Center. The Services will indicate when you are interacting with an AI feature, and you may always request contact with a human at GMA.

b. Informational Only; Human Oversight. Nora supports, and never replaces, the human caregiver: AI-generated output may be inaccurate, incomplete, or out of date. Nora’s outputs are informational tools for caregivers and care teams. They are not medical advice, diagnosis, or treatment; they are not a substitute for the judgment of licensed professionals or for reading the underlying records; and they must be reviewed by a human before being relied on for any care, health, safety, medication, or legal decision. Nora does not take autonomous clinical actions. GMA does not guarantee the accuracy, completeness, or fitness for any purpose of AI-generated content, and users remain solely responsible for decisions made or actions taken based on AI-generated output.

c. Data Practices. Nora Processes data in accordance with HIPAA and our Privacy Policy. GMA does not use identifiable client data to train commercial AI models and does not sell data used by or generated through Nora (Section 11(c)).

d. Fairness. GMA monitors its AI features to identify and address discriminatory or biased performance, consistent with Section 16 (Nondiscrimination) of this Agreement and Section 1557 of the Affordable Care Act.

13. Important Safety Notice

If you believe there is a medical or other emergency, call 911 (or your local emergency number) immediately. Do not rely on the MyCompass System to summon emergency help.

a. Not a PERS; Not for Crisis Management. The MyCompass System is not a Personal Emergency Response System, may not be used for crisis management, and is not a substitute for in-person or professional monitoring of anyone with serious health conditions or disabilities. Alerting and monitoring features are supplemental safety tools whose operation depends on device power, configuration, and network connectivity, and they may fail, be delayed, or be unavailable.

b. No Diagnosis or Treatment by the Platform. The MyCompass software platform does not diagnose or treat health conditions, and information and reports generated by the Services are not a substitute for consultation, evaluation, or treatment by licensed medical professionals, or for good personal judgment about one’s own condition. No feature of the Platform, including alerts, sensor data, Nora, or support check-ins, constitutes clinical surveillance or a substitute for care by the End User’s own providers.

c. Integrated Medical Devices. Certain Integrated Services include devices that are FDA-cleared medical devices (for example, certain physiologic monitoring sensors). Those devices are provided and used in accordance with their FDA clearance, labeling, and manufacturer instructions. Except for such devices as labeled, the Services are not a medical device.

d. Imminent Harm; Mandatory Reporting. If GMA personnel reasonably believe that an End User or another person faces a risk of imminent harm, including statements or indications of self-harm, harm to others, or a medical emergency, GMA may, in its discretion, contact emergency services, the End User’s designated Caregivers or Facility, or other appropriate persons. GMA may also disclose information to the extent required or permitted by law where its personnel have reason to suspect abuse, neglect, or exploitation of a child or of an elderly or vulnerable adult, including reports to and cooperation with child protective services, adult protective services, and law enforcement. Disclosures under this subsection are made consistent with HIPAA (45 C.F.R. Section 164.512) and applicable state mandatory-reporting laws, and do not create a duty on GMA’s part to monitor for, detect, or prevent harm (Sections 13(a) and 15(b)).

14. Not a Replacement for Personal Care

The MyCompass System is a tool meant to enhance relationships and support, not to replace the personal care and attention provided by family, caregivers, and professionals.

15. Monthly Support Services; Billing and Payer Compliance

a. Monthly Support. As part of a MyCompass Subscription, End Users, their Caregivers, and their care teams receive ongoing and monthly support from GMA’s support team, whose members include personnel with backgrounds in technical support, emergency management, and occupational therapy. Monthly support may include, as needed or requested: technical support and troubleshooting; check-ins; assistance identifying, obtaining, and configuring additional equipment; and a review of the End User’s technology setup and use environment as they relate to safe and effective use of the Services (a “Safety Assessment”). GMA does not guarantee support availability or response times unless expressly stated in a separate written agreement.

b. Nature of Support; Suggestions Are Voluntary. All support services are supportive and consultative. They offer suggestions and education intended to improve the End User’s independence and quality of life and the effectiveness of the care team. Whether to adopt any suggestion is entirely the decision of the End User, their LAR, and their care team, and GMA is not responsible for decisions to adopt, modify, or decline a suggestion. Support services, including check-ins conducted by personnel with occupational therapy licensure or background, and Safety Assessments, are not occupational therapy evaluation or treatment, are not clinical or medical evaluations, are not delivered under a plan of care, and do not create a therapeutic or treatment relationship, a duty to diagnose, or a duty to monitor the End User’s condition or the data generated by the Services between support contacts. A Safety Assessment is an informational review relating to use of the technology; it is not a guarantee of safety and does not replace home-safety, clinical, or environmental evaluations by the End User’s own providers. GMA’s support personnel facilitate GMA’s response to device, service, and alert escalations in accordance with configured protocols; this escalation support is not an emergency medical dispatch or response service, and it does not make the Services a Personal Emergency Response System (Section 13). If any interaction surfaces a potential clinical concern, GMA will recommend that the End User (or their LAR or Caregiver) contact the End User’s own providers, and, in an emergency, call 911.

c. Additional Equipment. Equipment GMA supplies or recommends is subject to the manufacturer’s terms, warranties, and labeling (and, for FDA-cleared devices, Section 13(c)). Charges for additional equipment, if any, are stated in your order form or service authorization and are subject to Section 15(d).

d. Government Program Beneficiaries. If the Services or any equipment are covered by Medicaid (including a Medicaid HCBS waiver), TRICARE, or another government health program, GMA will not charge you more than the amounts permitted by that program for covered items and services, and will not bill you for covered items and services beyond authorized cost-sharing. You will be charged for non-covered items or services only if you (or your LAR) received advance written notice that the item or service is not covered, with its cost, and agreed in writing to pay.

e. Financial Responsibility. Subscriptions may be funded by a Facility, by a government program or waiver, or privately by you or your family, as stated in your order form or service authorization. Support services under this Section, including check-ins and Safety Assessments, are included in the Subscription and are not separately billed to you or to any payer as therapy, clinical, or medical services. Termination of this Agreement does not waive amounts lawfully due for Services already provided, but Section 15(d) always controls what a government-program beneficiary may be charged.

f. No Tying. Equipment suggestions are options, not requirements: GMA does not condition access to the Services on the purchase of additional equipment, except where an item is technically necessary for a feature you request or required by a payer or program as a condition of coverage.

16. Nondiscrimination; Accessibility

GMA does not discriminate on the basis of race, color, national origin, sex, age, or disability in its programs and services, consistent with Section 1557 of the Affordable Care Act and other applicable civil-rights laws. GMA provides auxiliary aids and services and language assistance free of charge to ensure effective communication, including accessible formats of this Agreement and the acceptance process described in Section 1(a).

17. Warranties; Disclaimers

To the maximum extent permitted by applicable law, and except as provided in Sections 13(c) and 15(a):

a. The technology services are provided “as is” and “as available,” and we and our licensors and suppliers disclaim all warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.

b. We do not warrant that defects will be corrected or that the Services will meet your requirements, be compatible with your device or network, be uninterrupted, timely, secure, or error-free, or be accurate or reliable. No oral or written information obtained from us or through the Services creates any warranty.

c. We do not warrant, endorse, or assume responsibility for any Independent Service (Section 7(d)) or any product or service advertised or offered by a third party outside the MyCompass System, and we are not a party to transactions between you and such third parties.

d. Health Data and wellness information presented through the Services may be unavailable, inaccurate, or incomplete, and, except for data produced by an FDA-cleared device operating per its labeling, is not intended to match the accuracy of medical or scientific measurement devices.

e. This Section does not limit GMA’s obligations under HIPAA or any payer agreement, and does not limit any warranty or right that cannot be disclaimed under the law of your state. Some jurisdictions do not allow certain warranty disclaimers, so some of the above may not apply to you.

18. Limitation of Liability

To the fullest extent permitted by law: (a) GMA and its affiliates will not be liable in connection with this Agreement for lost profits or business opportunities, loss of data, or any indirect, incidental, consequential, special, or punitive damages; and (b) GMA’s total liability in connection with this Agreement will not exceed the greater of (i) the total fees paid or payable by you to GMA for the Services in the twelve (12) months preceding the event giving rise to the claim and (ii) US $1,000. The limitations in this Section apply to claims based on GMA’s ordinary negligence, and the parties intend this Section to be clear, unambiguous, unmistakable, and conspicuous under Missouri law. This Section does not, and under Missouri law cannot, limit liability for gross negligence, recklessness, or intentional misconduct, does not limit liability for death or bodily injury to the extent such liability cannot lawfully be limited, and does not limit any liability that cannot be limited under the law of your state of residence.

19. Indemnification

You agree to indemnify and hold harmless GMA, its affiliates, and their respective officers, directors, employees, and agents from third-party claims, damages, and expenses (including reasonable attorneys’ fees) to the extent arising from (a) your violation of this Agreement or of applicable law, (b) your misuse of the Services, or (c) your violation of a third party’s rights, including intellectual-property or privacy rights. This obligation does not apply to the extent a claim arises from GMA’s negligence, willful misconduct, or breach of this Agreement, and does not apply where prohibited by law.

20. Termination

a. Your Right to Terminate. You may stop using the Services at any time and may terminate this Agreement immediately on written notice to us. Financial responsibility after termination is governed by Section 15.

b. Caregivers. If you are a Caregiver or contact, this Agreement terminates automatically as to you when you are removed as a designated member for all End Users (unless you are also an End User with an active Subscription).

c. End Users. If you are an End User, this Agreement terminates automatically upon your death or the termination or expiration of your Subscription. Upon death, disposition of your data follows our Privacy Policy, and your personal representative (appointed under Chapter 473, RSMo, or the law of your state of residence) may exercise applicable rights under HIPAA and state law.

d. Termination for Cause. Either party may terminate this Agreement effective immediately on written notice if the other party (i) breaches this Agreement and fails to cure within 30 days of notice, or (ii) commits a material breach that cannot be cured. GMA may also suspend or terminate an Account, or decline to open one, where reasonably necessary to address abusive, threatening, harassing, illegal, or unsafe conduct directed at GMA personnel, other Users, or the Services, subject to the notice and review process in Section 5(c) and, for End Users, the transition protections in Section 20(e).

e. Funder Termination; Transition. If a Facility or other funding party ends its funding of your Subscription or reallocates it, GMA will provide you (or your LAR) reasonable advance notice where practicable, a period of at least 30 days to export Your Submissions and Health Data as described in the Privacy Policy, in a common machine-readable or portable format such as CSV, PDF, or JSON where technically feasible, and reasonable transition support, recognizing that for many End Users the Platform is a primary means of communication.

f. Effect of Termination; Survival. Upon termination for any reason, you must stop using the Services, and deletion of Your Submissions and Health Data remaining in the Services occurs as specified in the Privacy Policy. Rather than requiring return of a GMA-provided device, GMA will release the device to you (or as your order form directs): GMA will deactivate and remove its services from the device, including mobile device management, cybersecurity and content-filtering software, GMA software licenses, and cellular data service, and the device will be reset and wiped. The wipe may permanently erase all data stored on the device, including messages, photos, and other content. Request an export of anything you want to keep, as described in the Privacy Policy and Section 20(e), before the release. Upon release, the device is provided to you as is, without any warranty from GMA; it is no longer part of the Services; all GMA safety, alerting, monitoring, communication, filtering, security, connectivity, and support features permanently cease, including, for minor End Users, the parental controls described in Section 2(d), and GMA has no responsibility for the device or its subsequent use. Sections 10(b) to (d), 11, 13, 14, 15, 17, 18, 19, 20(f), 21, 22, and 23 survive termination.

21. Dispute Resolution; Binding Arbitration

a. Agreement to Arbitrate. You and GMA agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise, and including statutory, consumer-protection, common-law, injunctive, and equitable claims) arising from or relating to the Services or this Agreement will be resolved exclusively by final and binding arbitration, rather than in court or before a jury, except as provided in this Section 21. Rights available in court may be unavailable or limited in arbitration. You acknowledge that you had the opportunity to review this Agreement, to ask questions, and to obtain assistance, including the accessible-format and LAR assistance described in Sections 1(a) and 2, before accepting.

b. Your Right to Opt Out. You may opt out of this arbitration agreement entirely, with no effect on your Services, by sending written notice of your decision to the address in Section 22(e) (or by email to info@graymattersalliance.com) within 30 days after you first accept this Agreement. If you opt out, disputes will be resolved in court, and the class-action waiver in Section 21(f) will not apply to you. For disputes proceeding in court, the parties consent to the jurisdiction of the state courts of St. Charles County, Missouri, and the United States District Court for the Eastern District of Missouri, except that this consent does not override any non-waivable right you hold to bring or defend a claim in the courts of your state of residence.

c. Exceptions. Either party may bring a qualifying individual claim in small-claims court at any time. Nothing in this Section prevents you from filing a complaint with any government agency, including the HHS Office for Civil Rights, your state Medicaid agency or attorney general, or the Defense Health Agency, or prevents that agency from seeking relief on your behalf.

d. Procedure. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, as modified by this Section 21. The Federal Arbitration Act (9 U.S.C. Section 1 et seq.) governs the interpretation and enforcement of this Section; to the extent not preempted, the Missouri Uniform Arbitration Act (Sections 435.350 to 435.470, RSMo) applies, and the notice required by Section 435.460, RSMo appears adjacent to the signature block of this Agreement. Filing, administration, and arbitrator fees are allocated as provided in the AAA Consumer Arbitration Rules; GMA will pay those fees to the extent the AAA Rules or applicable law require, and GMA will not seek its attorneys’ fees or costs from you in arbitration except where the arbitrator finds a claim frivolous or brought in bad faith under applicable law. The arbitrator has exclusive authority to resolve disputes about the arbitrability or enforceability of this arbitration provision (except as provided in Section 21(f)), may grant any relief available in court, and any award may be entered as a judgment in a court of competent jurisdiction. In-person hearings, if required, will occur in or around St. Louis, Missouri, unless the arbitrator determines otherwise or the parties agree to remote proceedings; you may elect to proceed by telephone, video, or written submissions.

e. Individual Basis. Arbitration will proceed on an individual basis. Neither you nor GMA may join or consolidate claims with those of other Users or participate in any claim as a class representative, class member, or private attorney general. The arbitrator may not consolidate more than one person’s claims or preside over any class or representative proceeding.

f. Class-Waiver Review; Severability. Any challenge to the enforceability of the class-arbitration waiver may be decided only by a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, that provision will be severed and the remainder enforced, except that if the class-arbitration waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court.

22. General

a. Subcontracting. We may subcontract our obligations under this Agreement, provided that any subcontractor that will create, receive, maintain, or transmit PHI is bound by a Business Associate Agreement or equivalent HIPAA-compliant contract. We remain responsible to you for our subcontractors’ performance of our obligations.

b. U.S. Services; Export; Sanctions. The Services are offered for use in the United States and its territories; GMA makes no representation that the Services are appropriate or available for use elsewhere. You will not directly or indirectly export or re-export (including any deemed export or re-export) the Services or associated software, technical data, or information in violation of applicable law, and you represent that you are not identified on any U.S. government sanctions or restricted-party list and are not located in a country or region subject to comprehensive U.S. sanctions.

c. Governing Law. The laws of the State of Missouri, excluding conflict-of-laws rules, govern this Agreement and any dispute relating to it or the Services, provided that this choice of law does not deprive you of non-waivable protections of the consumer-protection or health-privacy laws of the state where you reside, and nothing in this Agreement waives or limits any non-waivable right under the Missouri Merchandising Practices Act (Chapter 407, RSMo) for Missouri residents. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

d. Recovery of Expenses. This Agreement does not shift attorneys’ fees or costs to you except as expressly permitted by Section 21(d) or required by law. Where a statute gives you a right to recover your fees if you prevail, nothing here limits that right.

e. Notices. All legal notices will be sent to 119 S. Main Street, St. Charles, Missouri 63301. We may update our notice address by posting on our website.

f. Force Majeure. Except for payment obligations, neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including labor disputes, utility, internet backbone, or telecommunications failures, cloud-provider or hosting outages, cyberattacks, ransomware, or other cybersecurity incidents not caused by that party’s failure to maintain reasonable safeguards, natural disasters, embargoes, riots, acts or orders of government, terrorism, or war.

g. Assignment. You may not assign your rights or delegate your obligations under this Agreement without our prior written consent; any purported assignment in violation of this subsection is void, and no assignment relieves you of your obligations. GMA may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the successor assumes GMA’s obligations under this Agreement, including the commitments in Section 11(c), which bind any successor as described in the Privacy Policy.

h. Third-Party Rights. Except as set forth in Section 10(d), this Agreement is for the sole benefit of the parties and their respective successors and permitted assigns, and confers no rights or remedies on any other person.

i. Documentation. The Privacy Policy is available at www.graymattersalliance.com/legal/privacy-policy/, and the Documentation referenced in this Agreement is available at www.graymattersalliance.com/legal/.

j. Severability; No Waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in force to the extent feasible. A party’s failure to enforce a provision is not a waiver of it.

23. Definitions

“Account” means your GMA/MyCompass System account, whether as an End User, a Caregiver, or both.

“Caregiver” means a person designated by an End User (or the End User’s LAR, within the LAR’s authority) who may communicate with the End User via the Services and may access the End User’s Content and Health Data to the extent designated. End Users may modify or change their designated Caregivers at any time, for any reason, and GMA is not liable for an End User’s designation choices.

“Compass Care Command Center” means GMA’s secure, web-based administration platform for Facilities and other Customer Organizations, described in Section 3 and made available under separate organizational agreements.

“Content” means any data, including text, sound, video, image files, software, or other information.

“Documentation” means the description of the Services published by GMA at the URL identified in Section 22(i).

“End User” means the individual client, including a Senior or a person with a disability, who is the primary user receiving GMA’s supportive and assistive technology services. References to “Senior” in GMA materials refer to an End User.

“Facility” means the End User’s living facility, independent living agency, assisted living facility, provider agency, or other Customer Organization that has purchased or authorized the End User’s Subscription. A Facility or other Customer Organization may also use the Compass Care Command Center under its separate organizational agreement and Business Associate Agreement with GMA.

“Feedback” means feedback or suggestions about the Services that you provide to GMA. If you provide Feedback, GMA may use it without obligation to you, and you assign to GMA all right, title, and interest in it, excluding any personal or health information contained in it, which remains governed by the Privacy Policy.

“Health Data” means End User data Processed through the Services relating to health, wellness, or safety, including (i) use of the Services; (ii) physiologic measurements such as body temperature, blood pressure, heart rate, glucose level, and respiratory rate; (iii) activity level; (iv) nutrition and hydration; (v) sleep routines; (vi) responses to prompts and questionnaires soliciting mental-health and personal-health information; and (vii) pill and medication reminder/dispenser data. Health Data that constitutes PHI is governed by Section 11.

“Intellectual Property Rights” means all patent, copyright, trademark, trade-secret, database, moral, and other intellectual-property rights, registered or unregistered, throughout the world.

“Legally Authorized Representative (LAR)” has the meaning given in Section 2(b).

“Organizational User” means an individual member of a Customer Organization’s workforce granted role-based access to the Compass Care Command Center under that Customer Organization’s agreement with GMA.

“Process” means any operation performed on data, such as accessing, obtaining, storing, transmitting, using, maintaining, disclosing, or disposing of it.

“Subscription” means an End User’s entitlement to use the Services under this Agreement, on monthly or other terms, funded by a Facility, a government program or waiver, or privately, as stated in the applicable order form or service authorization.

“Term” means the period beginning on your acceptance of this Agreement and ending on its termination under Section 20.

“Users” means End Users, Caregivers, contacts, and Facilities using the Services.

GMA owns and retains all right, title, and interest in and to the Services and related GMA software, including improvements and derivative works, and all Intellectual Property Rights in them, together with de-identified and aggregate Usage Data as described in Section 9. Your rights are limited to those expressly granted in this Agreement.