Terms and Conditions

These Terms and Conditions ("Terms," "Agreement") form a binding agreement between Adlight Technologies LLC ("Adlightech," "we," "us," or "our"), a North Carolina limited liability company, and you (an individual or entity, "you," "your," "Customer") that governs your access to and use of the Adlightech platform and its products, including WaitingMed, Carolina AI, AI Inbox, and AI Worklist, together with the mobile applications, dashboards, and related services accessible via adlightech.com, waitingmed.com, ai-inbox.app, or any other website, IP address, subdomain, or API endpoint designated by Adlightech from time to time (collectively, the "Services").

By clicking "Accept," creating an account, executing an order form or statement of work that references these Terms, or otherwise accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you may not access or use the Services.

If you are entering into these Terms on behalf of an entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

1. Definitions

• "Administrator" means a User designated by Customer with authority to manage the Customer's account, add or remove Users, configure the Services, and act on Customer's behalf.
• "Adlightech Number" means any telephone number, SMS-enabled number, or fax number provisioned to Customer through the Services.
• "BAA" means a Business Associate Agreement executed between Adlightech and a Customer that is a HIPAA-covered entity or business associate.
• "Client Data" means all data, content, files, recordings, transcripts, messages, documents, or other information submitted to, generated by, or processed through the Services by or on behalf of Customer.
• "End User" means a patient, caller, message recipient, or other third party who interacts with Customer through the Services.
• "Order" means an order form, statement of work, subscription selection, or online sign-up flow that references or incorporates these Terms.
• "PHI" means Protected Health Information as defined under HIPAA.
• "User" means an employee, contractor, or authorized representative of Customer who is given credentials to access the Services under Customer's account.

2. The Services

Adlightech provides a business-to-business SaaS platform for communication automation, document processing, and workflow orchestration. The Services may include, without limitation:

• Carolina AI — an AI voice agent used to answer, transfer, and place calls on behalf of Customer, and to send and receive SMS messages.
• AI Inbox — automated processing of inbound faxes, PDFs, emails, SMS, WhatsApp, and other documents, including referral capture and outreach.
• AI Worklist — workflow and task management tools for teams, including automated follow-up campaigns.
• WaitingMed — the healthcare-focused deployment of the Adlightech platform.
• Integrations with Customer's electronic health record ("EHR"), CRM, and other third-party systems.

Specific features, usage limits, and pricing applicable to Customer are set forth in the applicable Order. Adlightech may update, modify, add to, or remove features of the Services from time to time in its reasonable discretion, provided that no such change will materially degrade the core functionality Customer has paid for during a paid subscription term.

3. Eligibility and Accounts

You must be at least 18 years old and have legal capacity to enter into a binding contract. The Services are intended for business use by healthcare providers, insurance brokers, third-party administrators, municipal or civic organizations, and similar entities, not for personal or household use.

To use most Services, Customer must register for an account. Customer is responsible for:

• providing accurate, current, and complete registration information and keeping it updated;
• safeguarding all credentials issued to Users and Administrators;
• all activity conducted under Customer's account, whether authorized or not; and
• promptly notifying Adlightech at service@adlightech.com of any suspected unauthorized access, security breach, or credential compromise.

Adlightech may refuse service, terminate accounts, or remove Users at its discretion for violation of these Terms.

4. Limited License

Subject to Customer's compliance with these Terms and payment of all applicable fees, Adlightech grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the applicable subscription term, to access and use the Services solely for Customer's internal business operations.

Customer will not, and will not permit any User or third party to:

• resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Services;
• copy, modify, adapt, translate, or create derivative works of the Services or any part of them;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, models, algorithms, or underlying structure of the Services;
• remove, obscure, or alter any proprietary notices, marks, or labels;
• use the Services to build or train a competing product, service, model, or dataset;
• circumvent or attempt to circumvent any usage limits, access controls, or security features;
• use bots, scrapers, or other automated means to access the Services except as expressly authorized; or
• use the Services in violation of applicable law or these Terms.

5. Acceptable Use

Customer agrees not to use the Services (and will ensure that its Users and End Users do not use the Services) to:

• violate any law, regulation, or third-party right;
• transmit content that is unlawful, defamatory, harassing, abusive, obscene, threatening, hateful, or infringing;
• send unsolicited or unlawful commercial communications, including violations of the CAN-SPAM Act, TCPA, or any comparable law;
• impersonate any person or misrepresent Customer's identity or affiliation;
• upload or transmit viruses, malware, or other harmful code;
• interfere with, disrupt, or impose an unreasonable load on the Services or the infrastructure of Adlightech or its providers;
• attempt to gain unauthorized access to any portion of the Services, other accounts, or connected systems; or
• use the Services in a manner that violates applicable industry standards, carrier guidelines, or third-party service policies of which Customer has been notified.

6. Telecommunications and Messaging Compliance

Carolina AI and other Services allow Customer to place calls and send text messages, SMS, and voicemails. Customer is solely responsible for compliance with all applicable telecommunications laws and regulations, including without limitation:

• the Telephone Consumer Protection Act ("TCPA") and its implementing rules and regulations;
• the CAN-SPAM Act of 2003;
• the Do-Not-Call Implementation Act and the National Do-Not-Call Registry rules;
• rules and guidance issued by the Federal Communications Commission (FCC) and Federal Trade Commission (FTC);
• carrier and industry-body requirements (including CTIA, MMA, and 10DLC registration requirements for A2P messaging); and
• any comparable state, local, or foreign laws.

Customer represents, warrants, and covenants that, for every call, SMS, or other message initiated through the Services:

1. Customer has obtained all necessary prior express consent (including prior express written consent where required) from the recipient in accordance with applicable law;
2. Customer maintains and honors an internal Do-Not-Call list and immediately suppresses any number upon a request to opt out;
3. Customer includes clear opt-out or unsubscribe instructions where required by law;
4. Customer does not use the Services to make unlawful telemarketing calls, robocalls, or bulk messaging campaigns; and
5. Customer's use of the Services complies with the terms of use of any underlying carrier or messaging provider.

Adlightech does not interpret or provide legal advice regarding these laws. Information Adlightech provides is a courtesy only and does not replace Customer's responsibility to obtain its own legal counsel. Customer will indemnify Adlightech in accordance with Section 20 for any claim arising from Customer's failure to comply with this Section 6.

7. Call Recording and Voice Data

Carolina AI processes call audio, generates transcripts, and, at Customer's configuration, may record calls. Recording and monitoring of telephone conversations is regulated by federal and state law, and some jurisdictions require all parties to a call to consent to recording.

Customer is solely responsible for:

• determining whether recording is lawful in the jurisdictions of Customer, its Users, and the End Users being called;
• providing any required disclosures and obtaining any required consents from all parties before recording;
• configuring the Services (including on-hold notices, spoken disclosures, and IVR prompts) to satisfy applicable notice and consent requirements; and
• the retention, use, and disclosure of any recordings, transcripts, and related data.

8. No Emergency Services

Carolina AI, Adlightech Numbers, and any voice, SMS, or messaging capability provided through the Services must not be used to place emergency calls or to reach law enforcement, fire, medical, poison control, or similar services. In an emergency, End Users must contact emergency services directly through a traditional wireline or wireless telephone. Customer is responsible for informing its Users and End Users of this limitation.

9. Healthcare Use; No Medical Advice

The Services are administrative and operational tools. Nothing provided through the Services constitutes medical advice, diagnosis, treatment, or the practice of medicine, dentistry, nursing, or any other licensed profession. Adlightech does not exercise medical judgment, and no medical professional-patient relationship is created by use of the Services.

Where Customer is a HIPAA-covered entity or business associate and processes PHI through the Services, the parties will execute a BAA prior to any transmission of PHI. In the event of a conflict between the BAA and these Terms with respect to PHI, the BAA controls.

Customer is solely responsible for the clinical, professional, and operational decisions it makes based on outputs of the Services. AI-generated outputs (transcripts, summaries, extracted fields, suggested actions) may contain errors; Customer must implement appropriate human review before acting on outputs where clinically or legally significant.

10. Client Data

As between Customer and Adlightech, Customer owns all right, title, and interest in and to Client Data. Customer grants Adlightech a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Client Data solely as needed to (a) provide and support the Services, (b) prevent or address service, security, or technical issues, (c) comply with legal obligations, and (d) generate aggregated, de-identified data that cannot reasonably be used to identify Customer or any individual, which Adlightech may use for any lawful business purpose including improving the Services.

Adlightech's collection, use, and disclosure of Personal Data is further described in the Privacy Policy. Adlightech will not use Client Data to train third-party AI models except with Customer's written consent, and will only use sub-processors that maintain confidentiality and security obligations consistent with these Terms.

Customer represents and warrants that it has obtained all rights, consents, and authorizations necessary for Adlightech to process Client Data as contemplated by these Terms.

11. Fees, Billing, and Refunds

11.1 Fees. Customer will pay the fees set forth in the applicable Order. Unless otherwise stated, all fees are in U.S. dollars and are exclusive of taxes, which are Customer's responsibility.

11.2 Authorization to charge. Customer authorizes Adlightech to charge Customer's payment method on file for all fees, on a recurring basis on the anniversary of Customer's initial subscription (monthly or annual, per the Order). Customer is responsible for keeping payment information current.

11.3 Usage-based charges. Airtime, minutes of use, SMS segments, and other measured usage may be billed in whole-unit increments. SMS billing is per segment; multi-segment messages incur per-segment charges.

11.4 Term and renewal. Subscriptions automatically renew for successive terms of equal length to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

11.5 No refunds. Except where required by law or expressly stated in an Order, all fees are non-refundable, including for partial billing periods, unused allotments, or terminations mid-cycle.

11.6 Late payment. Amounts not paid when due bear a late fee of one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less. Adlightech may suspend the Services for any account with unpaid balances more than thirty (30) days past due.

11.7 Price changes. Adlightech may change subscription pricing on renewal upon at least thirty (30) days' prior notice; changes to per-minute, per-message, or usage-based rates may be posted to Adlightech's website and take effect on the date posted.

12. Adlightech Numbers and Portability

Adlightech Numbers are made available subject to numbering rules, regulatory practices, and carrier requirements, which may change over time. Adlightech does not guarantee that any specific number will be available, portable, or retained across service changes. Customer may port an Adlightech Number to another provider following termination of the Services, provided that Customer's account is paid in full and Customer has satisfied all applicable regulatory requirements.

13. Service Quality and Maintenance

Adlightech will use commercially reasonable efforts to make the Services available with minimum disruption. However, the Services are transmitted over the public internet and public switched telephone network, and are subject to outages, delays, packet loss, and other imperfections beyond Adlightech's reasonable control. Adlightech may modify, restrict, suspend, or interrupt the Services for scheduled or emergency maintenance, upgrades, security, or legal compliance.

14. Third-Party Services and Integrations

The Services may interoperate with third-party services, including EHRs, CRMs, VoIP carriers, messaging providers, payment gateways, and other integrations. Third-party services are provided by their operators and are subject to their own terms and privacy practices. Adlightech is not responsible for the availability, content, security, or performance of third-party services.

15. Proprietary Rights

Adlightech and its licensors retain all right, title, and interest in and to the Services, including all software, models, algorithms, documentation, trademarks, service marks, logos, and other intellectual property. No rights are granted to Customer other than the limited license expressly set forth in Section 4. Any suggestions, feedback, or ideas Customer provides to Adlightech regarding the Services may be used by Adlightech without restriction or obligation to Customer.

16. Confidentiality

Each party may receive confidential business, technical, or financial information of the other ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms, (b) protect it with the same care it uses for its own confidential information, but not less than reasonable care, and (c) not disclose it to any third party except to its employees, contractors, and advisors bound by comparable confidentiality obligations.

17. Term; Suspension; Termination

17.1 Term. These Terms remain in effect until terminated as set forth below or until all Orders between the parties have expired or been terminated.

17.2 Termination for cause. Either party may terminate these Terms or any Order for material breach if the breach remains uncured thirty (30) days after written notice. Adlightech may terminate immediately, without notice, for (a) Customer's failure to pay when due, (b) violation of Sections 4, 5, 6, 7, or 8, (c) any use of the Services that Adlightech reasonably believes presents a security, legal, or reputational risk, or (d) Customer's insolvency, bankruptcy, or assignment for the benefit of creditors.

17.3 Suspension. Adlightech may suspend Customer's access to all or part of the Services immediately, without liability, if Adlightech reasonably believes Customer's use of the Services poses a security risk, may adversely affect the Services or other customers, may subject Adlightech to liability, or violates Section 5, 6, 7, or 8.

17.4 Effect of termination. Upon termination, Customer's right to access the Services ceases. Adlightech will make Client Data available for export for a period of thirty (30) days following termination (subject to any BAA requirements), after which Adlightech may delete Client Data from its production systems in the ordinary course of business. Fees accrued through the effective date of termination remain payable.

18. Disclaimer of Warranties

ADLIGHTECH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK.

19. Limitation of Liability

20. Indemnification

Customer will defend, indemnify, and hold harmless Adlightech, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or its Users' or End Users' use of the Services; (b) Client Data or any content Customer transmits through the Services; (c) Customer's breach of these Terms, including Sections 5, 6, 7, and 10; (d) Customer's violation of applicable law; (e) claims that Client Data infringes or misappropriates any third-party right; and (f) Customer's failure to obtain necessary consents from End Users.

21. Dispute Resolution; Governing Law; Arbitration; Class Action Waiver

21.1 Governing law. These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-laws principles.

21.2 Informal resolution. Before initiating any formal dispute, the parties agree to attempt in good faith to resolve any dispute informally by written notice to the other party describing the dispute and proposed resolution. If the dispute is not resolved within thirty (30) days, either party may proceed under Section 21.3.

21.3 Binding individual arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. Arbitration will be conducted in Mecklenburg County, North Carolina, before a single arbitrator.

21.4 Class action waiver. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

21.5 Jury waiver. To the extent any dispute proceeds in court, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

21.6 Exceptions. Notwithstanding the foregoing, either party may bring an individual action in small-claims court, and either party may seek equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

21.7 Time to bring claims. Any claim arising out of or relating to these Terms must be filed within one (1) year after the cause of action accrued; claims filed thereafter are permanently barred.

22. Changes to These Terms

Adlightech may amend these Terms at any time by posting the amended version at the applicable website URL. Material changes take effect the earlier of (a) thirty (30) days after posting, or (b) the date Customer next accesses or uses the Services following posting. Continued use of the Services after the effective date constitutes acceptance.

23. Miscellaneous

23.1 Entire agreement. These Terms, together with the Privacy Policy, any BAA, and any executed Order, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements.

23.2 Assignment. Customer may not assign or transfer these Terms, in whole or in part, without Adlightech's prior written consent. Adlightech may assign these Terms without restriction.

23.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force.

23.4 No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

23.5 Force majeure. Neither party is liable for delays or failures caused by circumstances beyond its reasonable control.

23.6 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

23.7 Notices. Notices to Adlightech must be sent to service@adlightech.com with a copy by mail to Adlight Technologies LLC at its then-current principal place of business.

23.8 Export controls. Customer will comply with all applicable U.S. and foreign export control laws and regulations.

23.9 Electronic signature. Customer's affirmative act of using the Services or accepting these Terms constitutes an electronic signature and consent to enter into these Terms electronically.

24. Contact