Terms of Use & De-Identification Acknowledgment

Preamble

This document ("Terms") governs your use of TransitionCare ("the Platform"), a patient placement marketplace that connects hospital case managers ("Case Managers") with licensed Adult Family Home and Assisted Living Facility operators ("Facilities") in Washington State. By creating an account, signing the in-app acknowledgment, and using the Platform, you agree to these Terms.

1. The Platform Is Not Designed to Receive PHI

TransitionCare is intentionally architected to operate without receiving Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act ("HIPAA," 45 CFR Parts 160 and 164). This is a foundational design decision, not a casual policy.

You acknowledge that:

• The Platform does not have in-app messaging, chat, or any free-text entry fields where you could communicate about specific patients.
• All structured patient information you upload (age, care level, payer, geographic preference) must be de-identified consistent with the Safe Harbor method at 45 CFR §164.514(b).
• Any nuanced discussion regarding a specific patient between a Case Manager and a Facility must occur off-platform via phone, in person, or through your organization's HIPAA-compliant communication channels.
• TransitionCare provides a "Connect" feature that reveals contact information for the other party so you can communicate directly. The act of revealing contact information is logged for audit purposes.

2. TransitionCare's Status

Because TransitionCare is designed to operate without receiving PHI, TransitionCare does not represent itself as a HIPAA "Business Associate," and these Terms are not a Business Associate Agreement. If your organization's compliance program requires a Business Associate Agreement before using the Platform, do not use the Platform until your organization has reviewed our architecture and concluded one is not required, or contact us to discuss.

If you inadvertently disclose PHI to the Platform in violation of these Terms, you must notify TransitionCare immediately so that the data can be securely purged. We will cooperate in good faith to support any breach-notification obligations your organization may have under HIPAA, the Washington My Health My Data Act ("MHMDA"), or applicable state law.

3. Your Obligations

You agree to:

• De-identify all patient information per 45 CFR §164.514(b) before uploading or otherwise entering it into the Platform.
• Never enter direct identifiers (names, DOB, SSN, MRN, addresses, phone numbers, photos, biometrics, etc.) into any Platform field or communication channel.
• Move patient-specific discussions off-platform using phone, encrypted email, or your organization's compliant communication tools.
• Keep your account credentials secure, use a strong unique password, and report suspected unauthorized access to your account immediately.
• Comply with HIPAA, the WA My Health My Data Act, and any other applicable state or federal privacy laws that govern your use of patient information, regardless of whether the Platform itself receives PHI.
• Comply with your own organization's privacy and information-security policies.
• Notify TransitionCare immediately at the contact below if you become aware of any inadvertent PHI disclosure to the Platform.

4. TransitionCare's Obligations

TransitionCare commits to:

• Operate the Platform in a manner consistent with these Terms, including refraining from designing features that would routinely solicit PHI.
• Maintain reasonable administrative, physical, and technical safeguards for the de-identified data and account information stored in the Platform.
• Maintain audit logs of administrative actions and contact-reveal events.
• Promptly investigate and securely purge any PHI inadvertently entered into the Platform that is brought to our attention.
• Notify you of material changes to these Terms by email and/or in-app banner.
• Not sell or share user data with advertisers or unrelated third parties.

5. Permitted Data Flows

Through your use of the Platform, the following de-identified data is shared with other authorized users:

• Patient profile fields (age, gender, care level, payer category, daily rate, preferred geographic area, anonymized patient codename) — visible to Facilities browsing available patients.
• Match status (interested / confirmed / declined / admitted) and timestamps — visible to both parties of the match.
• Facility name, type, and contact information (phone, email, address) — visible to Case Managers who reveal Facility contact via the Connect feature, and stored on the Facility's profile.
• Case Manager name, organization (hospital), and email — visible to Facilities who reveal Case Manager contact via the Connect feature.

6. Off-Platform Communication

Once you initiate a Connect action and obtain the other party's contact information, any subsequent communication occurs between you and the other party directly. TransitionCare is not a party to that communication and does not log its contents. You and the other party are each independently responsible for ensuring that off-platform communication complies with HIPAA, MHMDA, and your respective organizational policies.

7. Service Availability

TransitionCare is provided on a best-efforts basis. We do not guarantee uninterrupted, error-free, or always-on operation. The Platform may be temporarily unavailable due to maintenance, infrastructure issues, third-party outages, or other causes. We do not commit to a Service Level Agreement (SLA) and are not liable for losses arising from Platform unavailability. Where reasonable, we will provide advance notice of planned maintenance.

8. Modification of Service

TransitionCare may add, modify, suspend, or discontinue any feature, function, or aspect of the Platform at any time, with or without notice. We will provide reasonable notice of material changes that affect paid features.

9. Account Suspension and Termination

TransitionCare may suspend or terminate your account, with or without notice, if we believe in good faith that you have:

• Violated these Terms, our Acceptable Use Policy, or applicable law;
• Entered Protected Health Information into the Platform in violation of Section 1;
• Engaged in fraudulent, deceptive, or harmful conduct;
• Failed to pay applicable fees;
• Allowed unauthorized use of your credentials;
• Misrepresented your identity, organization, or DSHS license status.

You may close your account at any time by contacting us at the email below.

10. Anti-Discrimination & Fair Matching

Adult Family Homes and other Facility users are subject to the federal Fair Housing Act (42 U.S.C. § 3601 et seq.), the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the Washington Law Against Discrimination (RCW 49.60), and related laws. You agree that:

• Decisions to express interest in, accept, or decline a patient placement will not be based on race, color, national origin, religion, sex, sexual orientation, gender identity, familial status, age (except as required by licensure), or disability except where a documented medical or licensure constraint applies.
• You will not use the Platform to facilitate discriminatory placement decisions or to communicate discriminatory criteria.
• Case Manager users will not select for or against Facilities based on protected-class characteristics of the Facility's existing residents.

Violations may result in immediate account termination and may be reported to applicable regulators.

11. Not Medical Advice

TransitionCare is a discovery and matching marketplace. The Platform does not provide medical advice, clinical recommendations, or care planning. Placement decisions, suitability determinations, and patient-care decisions are the exclusive responsibility of qualified healthcare professionals using their independent clinical judgment. The Platform is not a substitute for professional medical, legal, or licensure-related advice.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRANSITIONCARE DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

We do not warrant that:

• The Platform will be uninterrupted, secure, or error-free;
• The information posted by users is accurate, complete, current, or non-misleading;
• Any specific patient will be placed, or any specific facility will be matched;
• Defects will be corrected within any specific timeframe.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRANSITIONCARE, ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO TRANSITIONCARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the maximum extent permitted by law.

14. Indemnification

By you: You agree to indemnify, defend, and hold harmless TransitionCare and its officers, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your violation of these Terms or the Acceptable Use Policy; (ii) your entry of Protected Health Information into the Platform in violation of Section 1; (iii) your violation of applicable law, including HIPAA, the WA My Health My Data Act, or anti-discrimination laws; (iv) your misrepresentation of your identity, organization, or licensure; or (v) any communication you have with another user, whether on or off the Platform.

By TransitionCare: TransitionCare will indemnify, defend, and hold harmless you from any third-party claim arising solely out of TransitionCare's gross negligence or willful misconduct, subject to the limitations in Section 13.

Each indemnifying party will be entitled to control the defense and settlement of any indemnified claim, provided that no settlement imposing liability on the indemnified party will be entered without their consent (not to be unreasonably withheld).

15. Dispute Resolution

Any dispute arising out of or related to these Terms or the Platform will be resolved as follows:

• Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve the dispute by direct discussion for at least thirty (30) days after written notice.
• Mediation. If informal resolution fails, the parties will attempt mediation through a mutually agreed mediator in Benton County, Washington, before initiating litigation.
• Venue. Any litigation will be brought exclusively in the state or federal courts located in Benton County, Washington. The parties consent to personal jurisdiction in those courts.
• Governing Law. These Terms are governed by the laws of the State of Washington and applicable federal law, without regard to conflict-of-laws principles.

16. Term and Termination

These Terms are effective when you sign the in-app acknowledgment and remain in effect until you close your account or we terminate per Section 9. Sections 1, 12, 13, 14, 15, and 17 survive termination.

17. Miscellaneous

• Entire Agreement. These Terms, together with our Privacy Policy, Acceptable Use Policy, and any plan-specific addenda (e.g., Founding Member Agreement), constitute the entire agreement between you and TransitionCare regarding the Platform.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No Waiver. Failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, internet outages, or governmental action.

18. Contact

Questions, breach reports, or requests:

• Email: nabjill01@gmail.com
• TransitionCare · Washington State