Terms of Service

1. Who we are and what these Terms cover

1.1 These Subscription Terms of Service (the "Terms") are a contract between Alder Ridge Health Technologies LLC, a California limited liability company ("Alder Ridge", "we", "us"), and the facility that opens an account (the "Customer", "you"). They cover your use of FullFloor Scheduling ("FullFloor" or the "Service"), which we provide at app.fullfloor.app and through the emails, text messages and notifications the Service sends.

1.2 The person who accepts these Terms tells us they are authorized to bind the facility. If that person is not authorized, they may not use the Service.

1.3 Our Privacy Policy explains how we handle personal information. It is part of these Terms.

1.4 The Service is offered to businesses, principally licensed skilled nursing facilities and similar care providers in the United States. It is not offered to consumers.

2. The Service

2.1 FullFloor is a staff scheduling and staffing-records tool. As of the date of these Terms it includes:

• building, editing and publishing shift schedules by department, and letting each staff member see their own published shifts on their phone;
• call-offs, open shifts and shift offers, including offering an open shift first to staff who would not go into overtime and then to everyone, and offering a premium-rate shift to staff who would work it at their regular rate;
• room and bed assignments (room numbers and bed labels only), daily run assignments and room rounds;
• a daily sign-in sheet on which each staff member accepts their run by typing their name, with a downloadable PDF of the sheet (see Section 8);
• time-clock punch records, imports of the payroll and time-clock files your facility already produces, attendance and staffing reports, and staffing report files you may choose to submit to regulators;
• staff credential records and, if your facility chooses to enter or import them, pay rates;
• an email address at reports.fullfloor.app to which your facility can send its existing schedule and roster files for automated reading;
• the Assistant, a chat helper that answers questions about the schedule and makes schedule changes when a scheduler asks it to;
• notifications by push notification, email and text message.

2.2 We may add, change or retire features. If we retire a feature you rely on, we will give you at least 30 days' notice by email where practical.

2.3 Figures the Service calculates, such as hours, overtime, coverage and staffing ratios, are computed from what your facility enters or imports. They are a tool for your judgment, not a substitute for it. You are responsible for checking any report before you rely on it or file it.

3. Accounts and eligibility

3.1 Opening the account. A facility administrator opens the account by giving the facility name, their own name, a work email address and a password of at least 8 characters, and by completing a bot check. Disposable email addresses are not accepted. Each account is for one facility.

3.2 Users. The administrator may create or invite other users: additional administrators, department managers and staff. Each person must use their own login and keep it private. You are responsible for everything done through your facility's accounts, for making sure your users follow these Terms, and for removing access promptly when someone leaves or changes roles.

3.3 Two-step verification. Two-step verification is available to every user and is required for owners and administrators. Your facility may also require it for managers and staff.

3.4 Age and authority. Users must be at least 18 years old. You will only invite people who work for or with your facility.

3.5 Security of your accounts. Tell us promptly at support@fullfloor.app if you believe an account has been used without permission.

4. Free period, fees and payment

4.1 Free period. Each new facility receives a 30-day free period that begins when the account is created. To start, the administrator must put a payment card on file through our payment processor, Stripe. Nothing is charged during the free period.

4.2 Subscription fee. When the free period ends, the fee is $200 per facility per month, plus any applicable taxes. The fee is charged in advance on the first day of each monthly period to the card on file.

4.3 Automatic renewal. Your subscription renews automatically each month until you cancel. You can cancel at any time as described in Section 5. If you do not cancel, we will keep charging the card on file each month.

4.4 Promotional and complimentary codes. We may issue codes that waive or reduce the fee. A code is single-use, applies only to the facility it was issued for, and may be withdrawn if it is shared or misused. A facility using a complimentary code is still bound by these Terms.

4.5 Price changes. We may change the fee by giving the account administrator at least 30 days' written notice by email. The new fee applies from the first renewal after the notice period. If you do not agree, cancel before then.

4.6 Failed payments. If a charge fails, we will notify you and retry. If payment is still outstanding 14 days after the first failed charge, we may suspend the account until it is paid.

4.7 Refunds. Fees are not refundable for partial months, except where the law requires a refund or where we agree in writing.

4.8 Unfinished sign-ups. If an account is created but no card or code is added within 7 days, the account and the facility record are deleted automatically.

5. Cancellation

5.1 An administrator may cancel at any time, online, from the billing settings in the Service, which open our payment processor's customer portal where the subscription can be canceled without contacting anyone. You may also cancel by emailing support@fullfloor.app from the email address on the account.

5.2 Cancellation takes effect at the end of the monthly period you have already paid for, or at the end of the free period if you cancel during it. You keep access until then, and you will not be charged again. We will confirm the cancellation by email.

5.3 What happens to your data after cancellation is described in Section 13.

6. Customer Data

6.1 What it is. "Customer Data" means everything your facility and its users enter into, upload to, or send to the Service, including staff names and contact details, roles, credentials, pay rates, schedules, punches, call-offs, sign-off records, files you import or email in, and messages to the Assistant.

6.2 You own it. Your facility owns its Customer Data. You give us the permission we need to store, process and transmit it in order to provide the Service to you, to keep the Service secure, to support you, and as the law requires. We do not use Customer Data for any other purpose, and we do not sell it.

6.3 Your staff's information. You provide staff information to us as their employer (or as the facility that engages them). You are responsible for having a lawful basis to collect and share that information, for giving your staff any privacy notices the law requires, including a notice at collection under the California Consumer Privacy Act if that law applies to your facility, and for obtaining any consent needed for the text messages and push notifications the Service sends on your behalf. Where the Service acts on your instructions, we act as your service provider and will direct staff privacy requests to you.

6.4 Accuracy. You are responsible for the accuracy of Customer Data, including imported payroll and time-clock files.

6.5 Usage information. We may keep and use information about how the Service is used, such as feature usage and error reports, in a form that does not identify your facility or any person, to operate and improve the Service.

7. No resident or patient information

7.1 FullFloor is built for staff scheduling. It is not designed or offered for resident or patient information of any kind. You agree that you and your users will not enter, upload, photograph, email, text or type into the Assistant any information that identifies a resident or patient or describes their care, condition or stay. This includes free-text notes, room-round findings and photos, uploaded files, and messages of every kind. Room numbers and bed labels are permitted; resident names and identifiers are not.

7.2 Alder Ridge is not offered as a "business associate" of your facility under the Health Insurance Portability and Accountability Act (HIPAA) for this Service, and no business associate agreement is part of, or implied by, these Terms. If your facility needs a business associate agreement for another purpose, do not enter protected health information into FullFloor; contact us first.

7.3 If we become aware that resident or patient information has been entered, we may remove it and ask you to stop. Repeated violations are grounds for suspension under Section 13.

8. Electronic signatures and sign-off records

8.1 When a staff member accepts a run or signs the daily sheet by typing their roster name or initials and confirming the statement shown on screen, both you and we intend that action to be an electronic signature under the federal Electronic Signatures in Global and National Commerce Act and California's Uniform Electronic Transactions Act, with the same effect as a handwritten signature on a paper sheet.

8.2 For each acceptance the Service stores the exact statement the person accepted, the name they typed, the date and time, the rooms and beds accepted at that moment, the method (accepted by the person in their own session, or recorded by a charge nurse on their behalf and labeled as such), the device and network address used, and a tamper-evident checksum of the record.

8.3 Acceptance records cannot be edited or deleted by any user, including administrators. A record can only be superseded by a new record that states the reason. The daily sign-in sheet can be downloaded as a PDF at any time while your account is active.

8.4 You are responsible for telling your staff that typing their name is a signature, for deciding whether the sheet meets your own record-keeping and regulatory obligations, and for keeping your own copies. A record labeled as recorded on someone's behalf is exactly that, and the Service does not present it as the person's own signature. The records are provided as they were entered, and your facility remains responsible for its own compliance.

9. Text messages, push notifications and email

9.1 Text messages. The Service sends text messages to staff for shift operations only: shift offers, attendance check-ins, and sign-in codes. Before a staff member receives shift texts, the Service sends one opt-in request to the number your facility provided, and the person must reply YES from that phone. Anyone can stop by replying STOP. Message and data rates may apply. We do not send marketing texts.

9.2 Push notifications. Users who install FullFloor on their phone and allow notifications receive push notifications about their schedule. They can turn these off on the device at any time.

9.3 Email. The Service sends account, invitation and schedule emails from support@fullfloor.app.

9.4 You confirm that you are permitted to give us your staff's phone numbers and email addresses for these purposes.

10. Acceptable use

10.1 You will not, and will not allow anyone to:

• use the Service in violation of any law, or enter resident or patient information (Section 7);
• record a run acceptance or sign-off on someone's behalf without that person's actual agreement, or otherwise create a false record;
• share logins, or access another facility's data;
• upload malware, or content that infringes someone else's rights;
• copy, resell, sublicense, reverse engineer or build a competing product from the Service;
• probe, overload or interfere with the Service or its security;
• photograph residents or patients when using room rounds.

10.2 We may suspend access to protect the Service or other customers if we reasonably believe this Section is being violated, and we will tell you why.

11. Security

11.1 We use commercially reasonable measures to protect Customer Data. As of the date of these Terms, these include:

• encryption of all traffic between your browser and the Service, and encryption of stored data by our database provider;
• per-facility access rules enforced by the database on every table, so one facility's users cannot read another facility's data;
• two-step verification required for owner and administrator accounts, and available to every user;
• role-based access inside your facility: pay information is limited to administrators unless your facility chooses otherwise, and attendance and pay data are never shown to peers;
• sign-off and agreement-acceptance records that can be written only by the Service itself, never directly by a user account, and that cannot be edited or deleted afterwards;
• an append-only log of administrative actions;
• daily database backups by our database provider, with a restore test performed;
• a bot check and rate limits on sign-up and sign-in.

11.2 No system is perfectly secure. You are responsible for your users' devices, passwords and network, and for removing access when people leave.

11.3 If we confirm a breach of security that affects your Customer Data, we will notify the account administrator without undue delay and no later than 72 hours after we confirm it, and we will give you the information you reasonably need to meet your own notification duties.

12. Availability and support

12.1 We use commercially reasonable efforts to keep the Service available, and we monitor it. We do not promise any particular uptime. The Service may be unavailable during maintenance, because of events outside our control, or because of failures at the providers listed in Section 16.

12.2 Support is by email at support@fullfloor.app. We aim to answer within one business day, Monday through Friday. Support does not include training your staff or fixing your facility's own devices or network.

12.3 The Service is not designed to be your only staffing record. Keep the ability to run your schedule another way if the Service is unavailable.

13. Term, suspension, termination and your data

13.1 Term. These Terms start when you accept them and continue while your facility has an account.

13.2 Suspension. We may suspend access, after notice where practical, if fees are unpaid under Section 4.6, if we reasonably believe there is a security risk or a violation of Section 7 or Section 10, or if the law requires it. We lift a suspension as soon as the reason is resolved.

13.3 Termination for breach. Either of us may end these Terms if the other materially breaches them and does not fix the breach within 30 days of written notice. We may also end them immediately for a violation of Section 7 or Section 10 that cannot be fixed.

13.4 After cancellation or termination.

• Access ends. Your users lose access at the end of the paid period (or immediately, on termination for breach).
• Reactivation window. We keep your Customer Data in place for 90 days after the account is canceled so you can reactivate without losing anything.
• Export. During that window, and at any time while the account is active, you may ask us for a copy of your Customer Data in a common file format. Some records can be downloaded directly in the Service, including the daily sign-in sheet as a PDF and staffing report files.
• Deletion. Your Customer Data is deleted automatically 90 days after cancellation, or sooner at your written request. Copies age out of our backups within 12 months after that.
• What we keep. We keep records of your acceptance of these Terms, the administrative action log, billing records and any legal-hold material for up to 6 years after termination, or longer if the law requires, in order to show what was agreed and to meet our own legal obligations.

13.5 Individual accounts. A user can delete their own login from their account settings after confirming their password. Their profile is anonymized and their login removed; the facility's records in which they appear are not changed.

13.6 Survival. Sections 6, 7, 8.4, 13.4, 14, 15, 17, 18, 19, 20 and 23 survive termination.

14. Confidentiality

14.1 "Confidential Information" is information one of us shares with the other that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information. Non-public details of how the Service works, and its pricing if not published, are ours.

14.2 Each of us will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will share it only with people and providers who need it and are bound to keep it confidential. Each of us may disclose Confidential Information when the law requires, after giving notice where allowed.

14.3 Information that is public, already known to the recipient, independently developed, or received from someone else without restriction is not Confidential Information.

15. Intellectual property and feedback

15.1 We own the Service, including its software, design, documents and trademarks. We grant your facility a limited, non-exclusive, non-transferable right to use the Service during the term, for your own internal staffing operations, under these Terms. No other rights are granted.

15.2 You own your Customer Data (Section 6).

15.3 If you or your users give us suggestions or feedback, we may use them without restriction or payment. We will not identify your facility as the source without your permission.

16. Third-party services we use

16.1 We use the following providers to run the Service. Each processes Customer Data only as needed to provide its service to us, and each is located in the United States unless noted.

16.2 We remain responsible to you for our providers. We may change providers; the current list is kept in our Privacy Policy, and we will notify the account administrator by email at least 30 days before any change that affects where Customer Data is stored.

17. Warranties and disclaimer

17.1 Each of us confirms that it has the authority to enter into these Terms.

17.2 Except as expressly stated in these Terms, the Service is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted, error-free or secure.

17.3 The Service does not provide legal, regulatory, employment or clinical advice. Staffing decisions, compliance with staffing requirements, wage and hour compliance, and the accuracy of any filing remain your facility's responsibility.

18. Limitation of liability

18.1 To the fullest extent permitted by law, neither of us is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, however caused, even if advised of the possibility.

18.2 To the fullest extent permitted by law, our total liability to you for all claims arising out of or relating to these Terms or the Service is limited to the total fees you paid us in the 12 months before the event giving rise to the claim. If you paid no fees in that period, our total liability is limited to $100.

18.3 These limits do not apply to a party's indemnification obligations under Section 19, to a party's breach of Section 14, to your payment obligations, or to liability that cannot be limited by law.

19. Indemnification

19.1 By you. You will defend and indemnify Alder Ridge and its members, managers and employees against third-party claims, and the resulting damages and reasonable costs, arising from Customer Data, from resident or patient information entered in violation of Section 7, from claims by your staff or users relating to your use of the Service, or from your violation of law or of these Terms.

19.2 By us. We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and we will pay the resulting damages and reasonable costs. This does not cover claims arising from Customer Data, from your modifications, or from combining the Service with something we did not supply. If such a claim arises, we may fix or replace the Service or, if that is not commercially reasonable, end your subscription and refund any prepaid fees for the unused period.

19.3 Process. The indemnified party must promptly notify the other, let it control the defense and settlement (with no settlement admitting fault on the indemnified party's behalf without its consent), and reasonably cooperate.

20. Governing law and disputes

20.1 These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules.

20.2 Before starting any legal action, the party with a complaint will write to the other and both will try in good faith to resolve it within 30 days.

20.3 Any dispute that is not resolved will be brought only in the state or federal courts located in San Bernardino County, California, and each of us consents to those courts' jurisdiction. Either party may seek an injunction in any court to protect its Confidential Information or intellectual property.

21. Changes to these Terms

21.1 We may update these Terms. For a material change we will email the account administrator at least 30 days before it takes effect and may ask an administrator to accept the new version in the Service. Continued use after the effective date means you accept the change. If you do not agree, cancel before it takes effect.

21.2 Each version carries a version date. The version you accepted is recorded as described in Section 22.

22. Electronic acceptance

22.1 You accept these Terms when an authorized administrator, while opening the facility's account, types their full name in the signature box, confirms that they are authorized to accept for the facility, and clicks "I agree to the Terms of Service and Privacy Policy". An administrator accepts an updated version the same way inside the Service. Typing your name and clicking has the same effect as signing on paper. You may instead download these Terms for review before accepting; the account cannot be used until an administrator has accepted.

22.2 When you accept, we record the facility, the accepting person's typed name, title and email, the version and a checksum of the exact document text shown, the date and time, and the network address and browser used. This record is kept as evidence of the agreement, cannot be altered afterwards, and is available to you on request.

22.3 You agree to receive notices from us electronically, by email to the account administrator or by a notice in the Service.

23. General

23.1 Entire agreement. These Terms, the Privacy Policy and any order or code terms we issue in writing are the entire agreement between us about the Service and replace any earlier discussions. Terms on a purchase order have no effect.

23.2 Assignment. You may not transfer these Terms without our written consent, except to a successor of the facility that agrees in writing to be bound. We may transfer these Terms to an affiliate or to a successor of our business, and will notify you if we do.

23.3 Notices. Notices to you go to the administrator email address on the account. Notices to us go by email to support@fullfloor.app.

23.4 Events beyond our control. Neither of us is responsible for delay or failure caused by events beyond its reasonable control, other than payment obligations.

23.5 Independent parties. We are independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship.

23.6 Severability and waiver. If any part of these Terms is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it.

23.7 Government and export. The Service is intended for use in the United States. You will comply with applicable export laws.