Caregiver App Terms of Use

Effective 25 October 2026 · Last updated 25 October 2026

These terms govern your use of the FlourishBx caregiver app. They apply whether you use a free account or an account connected to a BCBA. Your use of this website is governed separately by the Website Terms of Use.

FlourishBx LLC d/b/a FlourishBx

Effective Date: 25 October 2026 Last Updated: 25 October 2026 Version: 1 Applies to: the FlourishBx Caregiver Application for parents and caregivers, on iOS and Android.

NOTICE TO THE READER

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FlourishBx LLC.

BY CREATING AN ACCOUNT, ACCEPTING AN INVITATION, SIGNING IN, OR OTHERWISE ACCESSING OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT AND BY THE PRIVACY POLICY. IF YOU DO NOT AGREE, YOU MUST NOT USE THE APPLICATION AND MUST DISCONTINUE USE IMMEDIATELY.

ARTICLE 4 REQUIRES YOU TO BE AN ADULT AND TO HAVE LAWFUL AUTHORITY IN RESPECT OF THE CHILD. ARTICLE 10 STATES THAT THE COMPANY PROVIDES NO MEDICAL OR CLINICAL ADVICE. ARTICLE 11 STATES THAT THE APPLICATION IS NOT AN EMERGENCY SERVICE AND IS NOT MONITORED. ARTICLE 24 DISCLAIMS ALL WARRANTIES. ARTICLE 25 LIMITS THE COMPANY'S LIABILITY. ARTICLE 26 REQUIRES YOU TO INDEMNIFY THE COMPANY IN CERTAIN CIRCUMSTANCES. ARTICLE 27 GOVERNS DISPUTE RESOLUTION AND CONTAINS A ONE-YEAR LIMITATIONS PERIOD.

IF A CHILD IS IN DANGER, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER. DO NOT USE THE APPLICATION TO SUMMON HELP.

BACKGROUND

A. The Company is a developer and licensor of software intended for use by providers of Applied Behavior Analysis therapy services and by the families such providers serve.

B. The Company makes the Application available, free of charge, to adults who observe and record the behavior of a Child, whether or not that Child is receiving services from a Clinician using the Company's clinician-facing product.

C. The Company is neither a health care provider nor a party to the clinical relationship between a Child and a Clinician, and provides no clinical service of any kind.

D. The Company is willing to permit You to access and use the Application solely on the terms and conditions set out in this Agreement, and not otherwise.

NOW, THEREFORE, in consideration of Your access to and use of the Application, the parties agree as follows.

SUMMARY (NON-BINDING)

Furnished for convenience only. It is not a complete statement of the parties' rights and obligations, and in the event of any inconsistency between this summary and Articles 1 through 33, Articles 1 through 33 govern. See Section 31.12.

  • The Application is free of charge and the Company intends that it remain so. Article 18.
  • You must be at least eighteen (18) years of age and must have lawful authority in respect of the Child. Article 4.
  • The Company makes software. It does not provide therapy, diagnosis, or clinical advice. Article 10.
  • THE APPLICATION IS NOT AN EMERGENCY SERVICE AND IS NOT MONITORED. Article 11.
  • There are two kinds of account. With a Clinician, the Clinician controls the record. Without one, the Company holds what You enter and there is no clinician to ask. Article 7.
  • Each kind has its own Privacy Policy, and the one that governs changes automatically if You connect or lose a Clinician. Sections 2.25.1 and 7.3.5.
  • Your Behavior Logs are visible to the Clinician and, subject to Section 12.5, not to other Caregivers.
  • A Clinician or Primary Caregiver may remove Your access at any time, and the Company does not adjudicate that decision. Article 9.
  • One account per adult. Credentials must not be shared. Article 8.
  • Apple and Google are not parties to this Agreement and provide no support or warranty for the Application. Article 21.

ARTICLE 1 — FORMATION AND ACCEPTANCE

1.1 Parties

These Terms of Use (this "Agreement" or these "Terms") constitute a binding agreement between FlourishBx LLC, a limited liability company organized and existing under the laws of the State of North Carolina, United States of America, doing business as FlourishBx (the "Company," "we," "us," or "our"), and You (as defined in Section 2.34).

1.2 Acceptance by conduct

Your creation of an Account, acceptance of an Invitation, sign-in to the Application, or other access to or use of the Application constitutes Your acceptance of this Agreement and of the Privacy Policy. Acceptance so given is effective whether or not You have read this Agreement, provided that it was made reasonably available to You at the time of such access or use.

1.3 Acceptance by affirmative assent; record of acceptance

Where the Company presents this Agreement together with a checkbox, an "I agree" control, or a similar mechanism, activation of that mechanism signifies that You have read, understood, and agree to be bound by this Agreement.

1.3.1 The Company may create and retain a record of the fact, date, time, and version of Your acceptance, and may rely upon that record as evidence of acceptance.

1.3.2 The Company may require You to reconfirm Your agreement, in writing or by electronic assent, as a condition of Your continued access to the Application, including following a material amendment under Article 33.

1.4 No authority to bind an entity

You accept this Agreement in Your personal capacity only. The Application is not made available to, and may not be accepted on behalf of, any corporation, agency, school, facility, or other entity. A Clinician's or clinic's use of FlourishBx is governed by a separate agreement to which You are not a party. See Section 5.3.

1.5 Supplemental Terms

Particular features or programs made available through the Application may be subject to Supplemental Terms presented at or accessible from the location at which the feature is offered. Supplemental Terms are incorporated by reference. Where Supplemental Terms conflict with Articles 1 through 33, the Supplemental Terms control, but solely with respect to the feature to which they relate, and without amending this Agreement generally. See Section 31.12.

ARTICLE 2 — DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. A term defined in the singular includes the plural and vice versa.

2.1 "Account" means the credentialed means of access to the Application issued to You by the Company.

2.2 "Applicable Law" means each statute, regulation, rule, ordinance, order and binding regulatory guidance of the United States or of any State or locality thereof applicable to a party or to the Application.

2.3 "Application" or "App" means the FlourishBx Caregiver Application for parents and caregivers, in all versions and on all platforms, together with all Content made available through it.

2.4 "Behavior Log" means a record created by You in the Application describing an observed behavior, including the behavior recorded, the strategy attempted, the outcome, the duration, any free-text note, any follow-up plan, the time of recording, and the identity of the Account that created it.

2.5 "Business Day" means a day other than a Saturday, a Sunday, or a day on which national banking institutions in the State of North Carolina are authorized or required by law to close.

2.6 "Caregiver" means an adult holding an Account in respect of a Child. The term includes You.

2.7 "Child" means the individual whose behavior is recorded in the Application. A Child is a natural person and is ordinarily a minor.

2.8 "Claim" means any claim, demand, action, cause of action, suit, proceeding, loss, liability, damage, judgment, cost, or expense, including reasonable attorneys' fees and litigation costs.

2.9 "Clinical Record" means information concerning a Child that originates with, or is maintained on behalf of, a Clinician, including identifiers, dates of birth, diagnoses, clinical notes, behavior definitions, intervention strategies, session documentation, and the Behavior Logs contributed by Caregivers. A Clinical Record exists only in respect of a Connected Account. See Article 13.

2.10 "Clinician" means the Board Certified Behavior Analyst, clinician, or clinic responsible for a Child's care and for the Clinical Record, and includes the organization by which such individual is employed or engaged.

2.11 "Company Content" means all Content made available by or on behalf of the Company through the Application, including intervention strategies, instructional text, illustrations, and Strategy Videos, but excluding User Submissions and the Clinical Record.

2.12 "Connected Account" means an Account linked to a Child whose record is maintained by a Clinician through the Dashboard. See Section 7.2.

2.13 "Content" means text, data, images, audio, video, software, and other material of any kind.

2.14 "Dashboard" means the FlourishBx Clinician Dashboard, the Company's clinician-facing product, governed by a separate agreement.

2.15 "Device" means the mobile telephone, tablet, or other equipment on which You install or run the Application.

2.16 "Device Data" means information that remains on Your Device and is not transmitted to the Company, including nicknames, color selections, and the local reminder schedule described at Article 16.

2.17 "Free Account" means an Account not linked to any Clinician. See Section 7.1.

2.18 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191, as amended by the HITECH Act, Pub. L. No. 111-5, together with the regulations at 45 C.F.R. Parts 160, 162 and 164.

2.19 "Intellectual Property Rights" means all patent, copyright, trademark, trade dress, trade secret, database, moral, and other intellectual or industrial property rights of any kind, whether registered or unregistered, arising anywhere in the world.

2.20 "Invitation" means the mechanism by which a Primary Caregiver or a Clinician grants an adult access to a Child's record.

2.21 "Person" means any natural person, corporation, limited liability company, partnership, governmental body, or other entity.

2.22 "PHI" means Protected Health Information as defined at 45 C.F.R. § 160.103.

2.23 "Platform Provider" means Apple Inc., Google LLC, or the operator of any other application marketplace through which the Application is distributed.

2.24 "Primary Caregiver" means the Caregiver designated as able to extend and revoke Invitations in respect of a Child.

2.25 "Privacy Policy" means, in respect of Your Account at any given time, the Applicable Privacy Policy, and where the context concerns both, the Privacy Policies collectively.

2.25.1 "Applicable Privacy Policy" means the Connected Account Privacy Policy while a Clinician is connected to Your Account, and the Free Account Privacy Policy while none is. Exactly one governs at any moment.

2.25.2 "Connected Account Privacy Policy" means the FlourishBx Caregiver Application Privacy Policy — Accounts Connected to a Provider, as amended, available at https://getflourishbx.com/app-privacy-connected.html.

2.25.3 "Free Account Privacy Policy" means the FlourishBx Caregiver Application Privacy Policy — Free Accounts, as amended, available at https://getflourishbx.com/app-privacy-free.html.

2.26 "Prohibited Use" has the meaning given at Section 15.2.

2.27 "Strategy Video" means audiovisual Company Content demonstrating an intervention strategy.

2.28 "Supplemental Terms" has the meaning given at Section 1.5.

2.29 "Third-Party Property" means any website, application, service, or Content operated or supplied by a Person other than the Company.

2.30 "User Submission" means any Content You submit, upload, transmit, or otherwise make available through the Application, including Behavior Logs, free-text notes, and communications with the Company.

2.31 "Website" means getflourishbx.com and its subdomains, governed by the separate Website Terms of Use.

2.32 "Website Terms" means the FlourishBx Website Terms of Use, as amended.

2.33 "Your Account Information" means Your name, electronic mail address, password credential, stated relationship to the Child, the Invitation code used, and Your sign-in history.

2.34 "You" and "Your" mean the natural person accessing or using the Application.

ARTICLE 3 — RULES OF CONSTRUCTION

3.1 Headings. Article and Section headings are inserted for convenience only and do not affect the construction of this Agreement.

3.2 "Including." "Including" and "includes" mean "including without limitation" and do not restrict the generality of the words they follow.

3.3 "Or." "Or" is inclusive unless the context requires otherwise.

3.4 Number and gender. The singular includes the plural and the plural the singular. Words importing one gender include every gender.

3.5 Statutory references. A reference to a statute, regulation, or rule is a reference to it as amended, re-enacted, or replaced, and to any subordinate instrument made under it.

3.6 Time. "Days" means calendar days unless "Business Days" is stated. Where a period ends on a day that is not a Business Day, it extends to the next Business Day. Time is computed excluding the first day and including the last.

3.7 Currency. All monetary amounts are expressed in United States Dollars.

3.8 Examples. An example illustrates the provision in which it appears and does not limit it.

3.9 No construction against the drafter. Any rule of construction requiring that an ambiguity be resolved against the drafting party shall not apply to this Agreement. Nothing in this Section limits any right conferred on You by a mandatory consumer protection statute.

3.10 Conspicuous text. Text set in capital letters or in bold is intended to be conspicuous within the meaning of N.C. Gen. Stat. § 25-1-201(b)(10). No provision is rendered less binding by the absence of such emphasis.

3.11 References. A reference to an Article includes each of its Sections.

ARTICLE 4 — ELIGIBILITY, AGE, AND AUTHORITY IN RESPECT OF THE CHILD

4.1 Minimum age

YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OF AGE TO CREATE OR HOLD AN ACCOUNT. The Application is not directed to children, offers no child-facing mode, and does not issue credentials to any person under eighteen (18). By accepting this Agreement You represent and warrant that You are at least eighteen (18) years of age and possess full legal capacity to enter into a binding contract.

4.2 Authority in respect of the Child

By creating a Child in the Application, or by accepting an Invitation in respect of a Child, You represent and warrant that You are:

4.2.1 a parent or legal guardian of that Child; or

4.2.2 an adult who has been authorized to observe and record the behavior of that Child by a parent, legal guardian, or Clinician possessing authority to grant such authorization.

4.3 Continuing nature of the representation

The representations in Section 4.2 are made continuously for so long as You hold an Account. If Your authority in respect of a Child ceases — by court order, change of custody or guardianship, discharge from services, or otherwise — You shall immediately cease using the Application in respect of that Child and shall notify the Primary Caregiver or the Clinician.

4.4 The Company does not verify authority

THE COMPANY DOES NOT AND CANNOT VERIFY THAT YOU HOLD THE AUTHORITY YOU REPRESENT. The Company relies upon Your representation and upon the judgment of the Primary Caregiver and the Clinician who extend Invitations. Article 26 applies to a breach of Section 4.2.

4.5 Custody and guardianship disputes

A dispute concerning custody, guardianship, or a protective order is not a matter the Company adjudicates. Such a dispute must be raised with the Primary Caregiver or the Clinician, who control access. Where the Company receives a court order directed to it, Section 19.3 applies.

4.6 Territorial scope

The Application is intended for use in the United States only. The Company makes no representation that the Application is appropriate or lawful for use in any other jurisdiction, and access from a territory where it is unlawful is prohibited. Where You elect to access the Application from outside the United States, You do so at Your own initiative and are responsible for compliance with local law.

4.7 Prohibited persons

You may not use the Application if You are barred from doing so under Applicable Law, including by reason of appearing on a United States government list of prohibited or restricted parties, or if the Company has previously terminated Your Account.

ARTICLE 5 — SCOPE AND RELATIONSHIP TO OTHER AGREEMENTS

5.1 This Agreement governs the Application only

This Agreement governs Your access to and use of the Application. It does not govern the Website, which is governed by the Website Terms, and it does not govern the Dashboard.

5.2 Documents incorporated

Both Privacy Policies are incorporated into this Agreement by reference, and the Applicable Privacy Policy governs Your Account at any given time. Where this Agreement and the Applicable Privacy Policy conflict on a matter of privacy, the Applicable Privacy Policy governs. See Section 31.12.

5.2.1 The two Privacy Policies are mutually exclusive and are not read together. The one that does not apply to Your Account confers no right upon You and imposes no obligation upon the Company as to Your Account.

5.2.2 Which one applies is determined solely by whether a Clinician is connected, and not by the plan label recorded against Your Account, by how the Account was originally created, or by any description in marketing material.

5.3 You are not a party to the Clinician's agreement

The agreement between the Company and a Clinician or clinic — including any Business Associate Agreement — is a separate instrument to which You are not a party. It confers no right upon You, and this Agreement confers no right upon You against a Clinician.

5.4 This Agreement is not a Notice of Privacy Practices

This Agreement is not, and does not substitute for, the Notice of Privacy Practices that a Clinician is required to furnish under 45 C.F.R. § 164.520. Request that document from the Clinician.

5.5 Nature of the Application

The Application is a behavior-recording and reference tool. It permits You to record observations, to view intervention strategies made available to You, and, where a Clinician is involved, to transmit Your observations to that Clinician. It performs no clinical function, renders no clinical judgment, and generates no clinical recommendation.

ARTICLE 6 — LICENCE TO USE THE APPLICATION

6.1 Grant

Subject to Your continuing compliance with this Agreement, the Company grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use one copy of the Application, in object code form, on a Device that You own or control, solely for Your personal, non-commercial use in recording and reviewing the behavior of a Child in respect of whom You hold authority under Article 4.

6.2 Reservation

All rights not expressly granted in Section 6.1 are reserved to the Company and its licensors. The Application is licensed, not sold, and no title passes to You.

6.3 Licence restrictions

You shall not, and shall not permit any Person to:

6.3.1 copy, modify, adapt, translate, or create a derivative work of the Application;

6.3.2 reverse engineer, decompile, or disassemble the Application, or otherwise attempt to derive its source code, except to the extent such restriction is prohibited by Applicable Law;

6.3.3 rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer the Application or any right in it;

6.3.4 remove, obscure, or alter any proprietary notice;

6.3.5 use the Application on a Device that has been jailbroken, rooted, or otherwise modified to defeat its manufacturer's security controls, in which case Article 24 applies with particular force; or

6.3.6 use the Application other than as permitted by Section 6.1 and Article 15.

6.4 Termination of the licence

The licence granted at Section 6.1 terminates automatically upon termination of this Agreement or of Your Account, whereupon You shall cease all use and delete the Application from each Device.

ARTICLE 7 — THE TWO KINDS OF ACCOUNT

This Article is material. The kind of Account You hold determines who controls the information You enter, whom You ask to see or change it, and which body of law applies to it.

7.1 Free Account

7.1.1 A Free Account is created by You directly. You create the Child record, define the behaviors, and record observations. No Clinician is involved.

7.1.2 In respect of a Free Account there is no Clinician, no Clinical Record, and no covered entity. Information You enter is not PHI under HIPAA, because HIPAA applies to a covered entity and its business associates and the Company is neither in that circumstance.

7.1.3 The Company holds that information as controller. Requests to access, correct, export, or delete it are addressed to the Company, and there is no clinician to whom the Company can refer You. See Article 19 and the Privacy Policy.

7.1.4 Information about a child's behavior is sensitive whether or not HIPAA reaches it. The Company applies the safeguards described in the Privacy Policy to a Free Account without regard to whether a statute compels them, and does not treat the inapplicability of HIPAA as a licence to do less.

7.1.5 The Application does not become a clinical service because You use it without a Clinician. Article 10 applies with undiminished force, and a Free Account is not a substitute for assessment or treatment by a qualified professional.

7.2 Connected Account

7.2.1 A Connected Account exists where a Child's record is maintained by a Clinician through the Dashboard, whether because a Clinician extended an Invitation to You or because a Free Account was subsequently linked to a Clinician.

7.2.2 In respect of a Connected Account the Clinician controls the Clinical Record. The Company stores and displays it on the Clinician's behalf and processes it as that Clinician's business associate under HIPAA.

7.2.3 Requests to access, amend, or delete the Clinical Record are addressed to the Clinician, not to the Company. Article 13 explains this and Section 19.2 explains what the Company will nevertheless do to help You.

7.3 Transition between the two

7.3.1 A Free Account may become a Connected Account when You connect to a Clinician and that Clinician accepts. Upon connection, information concerning the Child may become part of a Clinical Record controlled by that Clinician, and this Agreement shall thereafter apply to You as the holder of a Connected Account.

7.3.2 A Connected Account may revert to a Free Account where a Clinician discharges the Child or the connection otherwise ends.

7.3.3 The Company shall make the applicable status evident within the Application and shall not alter it without a corresponding action by You or by the Clinician.

7.3.5 The governing Privacy Policy changes with the status of the Account. Upon connection the Connected Account Privacy Policy takes effect, and upon reversion the Free Account Privacy Policy takes effect, in each case from the moment the status changes and without further act by either party.

7.3.6 The Company shall give You notice of that change before it takes effect, or where that is not practicable, immediately upon its taking effect, and shall identify the Privacy Policy that will govern. The Company shall not switch the governing Privacy Policy silently.

7.3.7 A change in the governing Privacy Policy is not an amendment within the meaning of Article 33, and Section 33.2 does not apply to it. It is the consequence of a change in the character of Your Account, which You or the Clinician brought about.

7.3.8 The change operates prospectively. Processing that occurred while a Privacy Policy governed remains governed by that Privacy Policy, and the change neither validates nor invalidates it retrospectively.

7.3.9 A right accrued under the previously governing Privacy Policy is not extinguished by the change, save where the subject matter of that right has passed out of the Company's control by operation of Article 13, in which case Section 13.3 applies.

7.3.4 On a discharge, Your Account reverts to a Free Account and the link to the Child is cleared. Information already recorded in the Clinical Record remains the provider's responsibility and is governed by Section 13.2; information held under this Agreement before any connection, and after a discharge, is governed by the Free Account privacy policy.

7.4 No fee attaches to either

Neither kind of Account carries a charge to You. See Article 18.

ARTICLE 8 — ACCOUNTS, CREDENTIALS, AND SECURITY

8.1 Accuracy

You shall provide accurate, current, and complete information upon registration and shall maintain it. The Company may suspend or terminate an Account registered with information it reasonably believes to be false.

8.2 One Account per adult

Each adult who records observations in respect of a Child shall hold their own Account. You shall not create an Account for another Person, nor permit another Person to use Yours.

8.2.1 This is not merely an administrative rule. The separation of Caregivers described at Section 12.5 operates by reference to the Account that is signed in. A shared credential defeats it entirely, causes observations to be attributed to the wrong observer, and degrades the clinical value of the record.

8.2.2 There is never a financial reason to share a credential. Additional Caregivers are admitted at no charge and the Company imposes no limit on their number.

8.3 Credential security

You are responsible for maintaining the confidentiality of Your credentials and for all activity occurring under Your Account, whether or not authorized by You.

8.4 Notification of compromise

You shall notify the Company immediately at contact@getflourishbx.com upon becoming aware of any unauthorized use of Your Account or any other breach of security. The Company is not liable for any loss arising from Your failure to do so.

8.5 Device security

You are responsible for the security of each Device on which the Application is installed, including maintaining a device passcode and installing security updates supplied by the manufacturer or platform operator.

8.6 Company measures

The Company may impose reasonable security measures, including session expiry, throttling of repeated failed sign-in attempts, and mandatory credential reset, and may do so without prior notice where necessary to protect the Application or its users.

ARTICLE 9 — INVITATION, ACCESS, AND REMOVAL

9.1 Access is by Invitation

Access to a Child's record in respect of a Connected Account is granted by Invitation. The Primary Caregiver and the Clinician determine who is invited and who is removed.

9.2 The Company does not decide

THE COMPANY DOES NOT DECIDE WHO MAY ACCESS A CHILD'S RECORD, DOES NOT ADJUDICATE A DISPUTE ABOUT IT, AND WILL NOT ADD OR REMOVE A CAREGIVER AT THE REQUEST OF A PERSON WHO IS NEITHER THE PRIMARY CAREGIVER NOR THE CLINICIAN, whatever relationship to the Child that Person asserts.

9.3 Removal

Your access to a Child's record may be revoked at any time by the Primary Caregiver or the Clinician, without notice to You, without the Company's agreement, and without any obligation upon any Person to state a reason.

9.4 Consequences of removal

9.4.1 You will immediately cease to see that Child's record, including Behavior Logs You created Yourself.

9.4.2 Behavior Logs You created remain within the Clinical Record. They constituted clinical documentation upon creation. See Section 13.4.

9.4.3 Your Account is not deleted by reason of removal in respect of one Child, and access in respect of any other Child is unaffected.

9.4.4 The Company is not informed of the reason for a removal and will not speculate as to it.

9.5 Obtain a copy in advance

The Company cannot restore access after it has been revoked. Where You wish to retain a copy of what You have recorded, You should obtain it before access ends; thereafter, the Clinician may furnish the record.

ARTICLE 10 — NO MEDICAL, CLINICAL, OR PROFESSIONAL ADVICE

10.1 The Company is not a health care provider

THE COMPANY IS A DEVELOPER AND LICENSOR OF SOFTWARE. IT IS NOT A HEALTH CARE PROVIDER WITHIN THE MEANING OF 45 C.F.R. § 160.103, IS NOT LICENSED TO PROVIDE BEHAVIORAL, MEDICAL, PSYCHOLOGICAL, OR EDUCATIONAL SERVICES IN ANY JURISDICTION, AND DOES NOT PROVIDE THERAPY, DIAGNOSIS, ASSESSMENT, TREATMENT, OR SUPERVISION.

10.2 No advice

NO CONTENT MADE AVAILABLE THROUGH THE APPLICATION — INCLUDING ANY INTERVENTION STRATEGY, STRATEGY VIDEO, PROMPT, SUGGESTION, OR INSTRUCTIONAL TEXT — CONSTITUTES MEDICAL, CLINICAL, BEHAVIORAL, PSYCHOLOGICAL, EDUCATIONAL, OR LEGAL ADVICE, OR A RECOMMENDATION THAT ANY PARTICULAR COURSE BE FOLLOWED IN RESPECT OF ANY PARTICULAR CHILD.

10.3 Strategies are not prescriptions

A strategy displayed in the Application is reference material. Whether a strategy is appropriate for a particular Child in a particular circumstance is a clinical judgment that the Company is not qualified to make and does not make.

10.4 No professional relationship

Use of the Application creates no clinician-patient, therapist-client, or other professional relationship between You or the Child and the Company.

10.5 No reliance in derogation of professional advice

YOU SHALL NOT DISREGARD, DELAY SEEKING, OR DISCONTINUE PROFESSIONAL ADVICE BY REASON OF ANYTHING DISPLAYED IN OR OMITTED FROM THE APPLICATION. Where the Application and a qualified professional differ, follow the professional.

10.6 No outcome claim

The Company makes no representation, warranty, or claim that use of the Application will produce any improvement in behavior, any clinical benefit, or any other outcome.

10.7 Application to a Free Account

Sections 10.1 through 10.6 apply with undiminished force to a Free Account, in which there is no Clinician at all, and where the absence of professional oversight makes them more important rather than less. See Section 7.1.5.

ARTICLE 11 — THE APPLICATION IS NOT AN EMERGENCY SERVICE

11.1 THE APPLICATION IS NOT MONITORED IN REAL TIME BY ANY PERSON. IT IS NOT AN EMERGENCY, CRISIS, ALARM, OR SAFETY-CRITICAL SYSTEM AND MUST NOT BE RELIED UPON AS ONE.

11.2 RECORDING A BEHAVIOR IN THE APPLICATION — INCLUDING A CRISIS OR SELF-INJURIOUS BEHAVIOR — DOES NOT SUMMON ASSISTANCE, DOES NOT NOTIFY ANY EMERGENCY SERVICE, DOES NOT GUARANTEE THAT ANY PERSON WILL SEE THE RECORD AT ANY PARTICULAR TIME OR AT ALL, AND IMPOSES NO DUTY UPON THE COMPANY TO ACT.

11.3 ANY ALERT, THRESHOLD, OR NOTIFICATION FEATURE IS A CONVENIENCE ONLY. It depends upon network availability, Device configuration, platform behavior, and the availability of the recipient, none of which the Company controls or warrants. No such feature may be relied upon to produce a response.

11.4 IF A CHILD IS IN DANGER, OR IS AT RISK OF HARM TO THEMSELVES OR ANY OTHER PERSON, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY. DO NOT USE THE APPLICATION FOR THAT PURPOSE.

11.5 Nothing in this Article limits any obligation You may have under Applicable Law to report suspected abuse or neglect to the appropriate authority.

ARTICLE 12 — BEHAVIOR LOGS AND USER SUBMISSIONS

12.1 Ownership

As between You and the Company, You retain such rights as You hold in Your User Submissions. This Agreement transfers no ownership of them to the Company.

12.2 Licence to the Company

You grant the Company a worldwide, non-exclusive, royalty-free, fully paid licence to host, store, reproduce, transmit, display, and process Your User Submissions solely for the purposes of operating, maintaining, securing, and supporting the Application and, in respect of a Connected Account, of making them available to the Clinician.

12.2.1 This licence is limited to those purposes. It confers no right to sell Your User Submissions, to use them for advertising, to use them to train any artificial intelligence or machine learning model, or to create de-identified datasets for research, benchmarking, or sale. The Privacy Policy states these exclusions as binding commitments and they are incorporated here.

12.2.2 The licence endures for so long as the Company holds the User Submission and terminates upon its deletion, save to the extent retention is required by Applicable Law, by a Clinician's record-retention obligation, or by an unexpired backup cycle.

12.3 Your representations

You represent and warrant in respect of each User Submission that:

12.3.1 You hold the authority described at Section 4.2;

12.3.2 it does not infringe the Intellectual Property Rights or privacy rights of any Person;

12.3.3 it is not unlawful, defamatory, harassing, or abusive; and

12.3.4 it does not contain the personal information of a third party that You are not entitled to disclose.

12.4 Free text is unscreened

A free-text note is stored as entered. THE COMPANY DOES NOT READ, REVIEW, FILTER, SCREEN, MODERATE, OR VERIFY IT, and assumes no responsibility for its content. You should not record anything You would not wish the care team to read.

12.4.1 Where You include information concerning a Person other than the Child, You do so on Your own responsibility, and You place it into a record You do not control.

12.5 Visibility between Caregivers

12.5.1 Where more than one Caregiver is approved in respect of a Child, each Caregiver may view only their own Behavior Logs. Another Caregiver cannot read Your notes and You cannot read theirs.

12.5.2 This restriction is enforced within the database and not merely within the interface.

12.5.3 The Clinician may view the Behavior Logs of every Caregiver, including Yours, together with the identity of the Caregiver who created each. The restriction at Section 12.5.1 operates between Caregivers, not between You and the care team.

12.5.4 Section 12.5.1 depends upon each adult holding a separate Account. See Section 8.2.1.

12.6 Feedback

Where You furnish the Company with a suggestion, idea, or other feedback concerning the Application, You grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable licence to use and exploit it without restriction and without obligation of attribution, compensation, or confidentiality. Do not send feedback You wish to keep confidential.

12.7 Removal

The Company may remove or disable access to any User Submission that it reasonably believes violates this Agreement or Applicable Law, and shall notify the Clinician where the User Submission forms part of a Clinical Record. The Company assumes no obligation to monitor for such material. See Section 15.3.

ARTICLE 13 — THE CLINICAL RECORD

13.1 Control

In respect of a Connected Account, the Clinician determines what the Clinical Record contains, for what purpose, and for how long it is retained. The Company maintains it on the Clinician's behalf.

13.2 The Company cannot alter it at Your request

THE COMPANY SHALL NOT AMEND OR DELETE A CLINICAL RECORD UPON YOUR INSTRUCTION. To do so upon the instruction of a Person other than its custodian would interfere with obligations the Clinician is required by law to discharge, including under 45 C.F.R. §§ 164.524, 164.526 and 164.530(j) and under applicable State record-retention law.

13.3 Your rights subsist against the Clinician

Your rights in respect of the Clinical Record are real and are exercised against the Clinician, including the right of access (45 C.F.R. § 164.524), the right to request amendment (§ 164.526), the right to an accounting of certain disclosures (§ 164.528), and the right to request restrictions (§ 164.522). The Company is obliged to assist the Clinician in answering You, and does so.

13.4 Contributed Behavior Logs

A Behavior Log You contribute becomes part of the Clinical Record upon creation and does not cease to be so by reason of the closure of Your Account or the revocation of Your access. See Sections 9.4.2 and 28.5.

13.5 A Free Account has no Clinical Record

Sections 13.1 through 13.4 do not apply to a Free Account, in respect of which there is no Clinician and no Clinical Record. See Section 7.1.

ARTICLE 14 — COMPANY CONTENT

14.1 Provision

The Company may make Company Content available through the Application, including intervention strategies and Strategy Videos.

14.2 Licence to You

You are granted a limited, personal, non-transferable licence to view Company Content within the Application, for the purposes described at Section 6.1, and for no other purpose.

14.3 Restrictions

You shall not download (otherwise than by the Application's own caching), reproduce, record, screen-capture for distribution, republish, distribute, publicly perform or display, or create a derivative work of any Company Content, nor use it in the provision of services to any Person.

14.4 No warranty of suitability

Company Content is general reference material. Article 10 applies to it, and Article 24 disclaims all warranties in respect of it.

14.5 Amendment and withdrawal

The Company may add to, amend, or withdraw any Company Content at any time, and assumes no obligation to retain or continue to make available any particular item.

ARTICLE 15 — ACCEPTABLE USE

15.1 General covenant

You shall use the Application only for its intended purpose, in compliance with this Agreement and with Applicable Law.

15.2 Prohibited Uses

You shall not, and shall not attempt to, and shall not permit any Person to:

15.2.1 access any Child's record in respect of which You do not hold authority under Article 4;

15.2.2 access, or attempt to access, the Behavior Log of another Caregiver, or circumvent or test the restriction described at Section 12.5;

15.2.3 share, sell, or transfer Your credentials, or use the credentials of another Person;

15.2.4 use the Application to record the behavior of a Person in respect of whom You lack the authority described at Section 4.2, including covert observation of an adult;

15.2.5 upload or transmit any virus, worm, or other harmful code;

15.2.6 probe, scan, or test the vulnerability of the Application or of any Company system, or breach or circumvent any security or authentication measure, save as expressly permitted by the Company's vulnerability reporting practice described in the Privacy Policy;

15.2.7 use any robot, scraper, or automated means to access the Application or to extract data from it;

15.2.8 interfere with, disrupt, or impose an unreasonable load upon the Application or its supporting infrastructure;

15.2.9 use the Application to harass, threaten, defame, or abuse any Person;

15.2.10 use the Application, or any Content within it, in the provision of services to a third party, or for any commercial purpose;

15.2.11 use the Application to make any decision affecting the legal rights of a Child or of any other Person, including in a custody, immigration, benefits, employment, disciplinary, or educational placement proceeding, the Application being neither designed nor validated for any such purpose;

15.2.12 misrepresent Your identity, Your age, or Your relationship to a Child;

15.2.13 violate the Intellectual Property Rights of any Person; or

15.2.14 violate Applicable Law in connection with Your use of the Application.

15.3 Investigation and enforcement

The Company may investigate a suspected Prohibited Use and may suspend or terminate Your Account under Article 28, and may report a matter to law enforcement or to a Clinician where it reasonably believes Applicable Law requires or permits it. The Company assumes no duty to monitor and no duty to detect a Prohibited Use, and its failure to enforce a provision on one occasion is not a waiver of it. See Section 31.3.

ARTICLE 16 — NOTIFICATIONS AND REMINDERS

16.1 The Application may present reminders. Such reminders are composed and scheduled upon Your Device.

16.2 The Company does not presently dispatch push notifications and does not create, collect, or retain a push token. See the Privacy Policy.

16.3 A reminder is a convenience and is not warranted to be delivered, to be timely, or to be delivered at all. Delivery depends upon Device configuration, operating-system behavior, battery-optimization settings, and permissions, none of which the Company controls. Article 11 applies.

16.4 Declining the notification permission does not impair any other function of the Application.

16.5 Where the Company introduces server-dispatched notifications, it shall amend the Privacy Policy and give notice under Article 33 before doing so.

ARTICLE 17 — DEVICE, CONNECTIVITY, AND UPDATES

17.1 Your responsibility

You are responsible for obtaining and maintaining the Device, operating system, network connectivity, and data plan required to use the Application, and for all charges levied by Your carrier, including data and roaming charges. The Company is not responsible for any such charge.

17.2 Supported versions

The Company supports the Application only on the operating-system versions it designates from time to time, and may cease to support an older version upon reasonable notice.

17.3 Updates

The Company may issue updates, and Your Device or Platform Provider may install them automatically. An update may add, modify, or remove functionality. Continued use following an update constitutes acceptance of it.

17.4 Failure to update

Where You decline an update, the Application may cease to function in whole or in part, and the Company assumes no liability for that consequence.

17.5 Offline behavior

Where the Application permits an action while the Device is offline, synchronization occurs when connectivity is restored. The Company does not warrant that data recorded offline will synchronize, will do so without delay, or will survive uninstallation of the Application before synchronization occurs.

ARTICLE 18 — NO CHARGE

18.1 THE APPLICATION IS MADE AVAILABLE TO YOU FREE OF CHARGE. There is no subscription, licence fee, or in-application purchase payable by You, and the Company does not display advertising within the Application.

18.2 Where a Clinician or clinic pays the Company for the Dashboard, that is a transaction between the Company and that Person to which You are not a party, and it confers no right upon You and imposes no obligation upon You.

18.3 The Company presently intends that the Application shall remain free of charge to Caregivers. Section 18.3 is a statement of present intention.

18.4 The Company shall not introduce a charge payable by You, and shall not condition continued access to information already recorded upon payment by You, without giving not less than sixty (60) days' prior notice under Article 33 and affording You the opportunity to obtain a copy of Your information and to close Your Account without charge.

18.5 No charge is payable by You in respect of the exercise of any right under Article 19 or under the Privacy Policy, and the Company shall not degrade the Application by reason of Your exercise of such a right.

ARTICLE 19 — PRIVACY

19.1 Incorporation

The Applicable Privacy Policy describes the Company's handling of information and is incorporated into this Agreement. By accepting this Agreement You acknowledge that You have been afforded the opportunity to read it.

19.1.1 At the point of Account creation the Company shall present the Privacy Policy that will govern the Account being created — the Free Account Privacy Policy where the Account is created without a Clinician, and the Connected Account Privacy Policy where it is created upon an Invitation. Presenting the wrong one does not make it the Applicable Privacy Policy, Section 5.2.2 governing.

19.2 Requests

19.2.1 Requests concerning Your Account Information, and, in respect of a Free Account, requests concerning information about the Child, are addressed to the Company.

19.2.2 Requests concerning a Clinical Record are addressed to the Clinician. See Article 13.

19.2.3 Where You address to the Company a request it cannot determine, the Company shall acknowledge it, forward it to the Person who can, and identify that Person to You. The Company shall not close such a request as beyond its scope.

The Company may disclose information where required by subpoena, court order, warrant, or other lawful demand, producing only what the demand requires, notifying the Clinician where a Clinical Record is concerned, and notifying You where it is lawful and practicable to do so.

19.4 Protected Health Information in support channels

Electronic mail is not a secure channel. You shall not transmit the Child's name, diagnosis, or clinical detail to the Company by electronic mail or in a support message. Describe the difficulty and the Company shall request what it requires by a secure route.

The Company's systems are located in the United States. By using the Application You consent to the processing and storage of information there.

ARTICLE 20 — INTELLECTUAL PROPERTY

20.1 Ownership

The Application, Company Content, and all Intellectual Property Rights in them are and remain the exclusive property of the Company and its licensors. This Agreement grants only the licences expressly stated at Sections 6.1 and 14.2.

20.2 Marks

"FlourishBx," the FlourishBx logo, and the Company's other names, marks, and trade dress are marks of the Company. You shall not use them without the Company's prior written consent.

20.3 Third-party marks

Marks of third parties appearing in the Application are the property of their respective owners, and their appearance implies no affiliation or endorsement.

20.4 Open source

The Application may incorporate open source components licensed under their own terms. To the extent an open source licence conflicts with this Agreement, that licence governs as to the component it covers, and the Company shall furnish the applicable notices upon request to contact@getflourishbx.com.

20.5 Statistical information

The Company may compile aggregate statistical information concerning the operation of the Application which contains no Personal Information, no Content of any User Submission, and no identifier of You or of any Child, and may use it to operate and improve the Application. Section 12.2.1 is not limited by this Section.

20.6 Infringement notices

Notice of claimed copyright infringement may be given to the Company's designated

ARTICLE 21 — PLATFORM PROVIDERS AND THIRD-PARTY PROPERTIES

21.1 Platform Providers are not parties

This Agreement is concluded between You and the Company only. No Platform Provider is a party to it.

21.2 Responsibility

The Company, and not any Platform Provider, is solely responsible for the Application and its Content. Article 24 and Article 25 apply as between You and the Company.

21.3 Maintenance and support

No Platform Provider has any obligation to furnish maintenance or support in respect of the Application. Support requests are addressed to contact@getflourishbx.com.

21.4 Warranty

In the event the Application fails to conform to any applicable warranty, You may notify the applicable Platform Provider, which may refund the purchase price, if any. To the maximum extent permitted by Applicable Law, a Platform Provider has no other warranty obligation whatsoever in respect of the Application. The Application is supplied at no charge, and any such refund is accordingly nil.

21.5 Claims

The Company, and not any Platform Provider, is responsible for addressing any claim by You or any third party relating to the Application, including product liability claims, claims that the Application fails to conform to a legal or regulatory requirement, and claims arising under consumer protection or privacy legislation.

21.6 Intellectual property claims

The Company, and not any Platform Provider, is responsible for the investigation, defense, settlement, and discharge of any claim that the Application infringes a third party's Intellectual Property Rights.

You represent and warrant that You are not located in a country subject to a United States Government embargo or designated as a "terrorist supporting" country, and that You are not listed on any United States Government list of prohibited or restricted parties.

21.8 Third-party beneficiary

Each Platform Provider, and its subsidiaries, is an intended third-party beneficiary of this Article 21 and shall have the right to enforce it against You.

21.9 Platform Provider terms

Your use of the Application is additionally subject to the terms of the Platform Provider through which You obtained it, and where those terms conflict with this Agreement in respect of the matters in this Article 21, those terms govern.

21.10 Third-Party Properties

A link to, or content from, a Third-Party Property is furnished for convenience. The Company does not control, endorse, or assume responsibility for any Third-Party Property, and Your dealings with it are solely between You and its operator.

ARTICLE 22 — ACCESSIBILITY

22.1 The Company works toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA and supports the accessibility features of iOS and Android, including system text sizing and screen readers.

22.2 Where a disability prevents You from using the Application or from reading this Agreement, the Company shall, upon request to contact@getflourishbx.com, furnish the information in an alternative format and assist You in exercising any right under this Agreement, at no charge.

ARTICLE 23 — AVAILABILITY, MODIFICATION, AND DISCONTINUATION

23.1 The Company may modify, suspend, or discontinue the Application or any part of it, at any time, and, where a discontinuation is permanent and material, shall give not less than thirty (30) days' notice and shall afford You a reasonable opportunity to obtain a copy of Your information before access ceases, save where a shorter period is required by Applicable Law or by an exigency of security.

23.2 THE COMPANY DOES NOT WARRANT THAT THE APPLICATION WILL BE AVAILABLE AT ANY TIME OR WITHOUT INTERRUPTION, and may undertake scheduled or emergency maintenance without notice.

23.3 The Company assumes no obligation to update, correct, or continue to develop the Application.

23.4 The Company may correct any error in the Application or in any Content at any time without notice.

ARTICLE 24 — DISCLAIMER OF WARRANTIES

24.1 THE APPLICATION AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOUR ACCESS TO AND USE OF THE APPLICATION IS AT YOUR SOLE RISK.

24.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE ARISING UNDER N.C. GEN. STAT. §§ 25-2-314 AND 25-2-315 AND THEIR COUNTERPARTS IN OTHER JURISDICTIONS, AND ANY WARRANTY OF TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

24.3 WITHOUT LIMITING SECTION 24.2, THE COMPANY DOES NOT WARRANT THAT: (A) THE APPLICATION WILL MEET YOUR REQUIREMENTS; (B) ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY CONTENT IS ACCURATE, ADEQUATE, COMPLETE, RELIABLE, TIMELY, OR CURRENT; (D) ANY DEFECT WILL BE CORRECTED; (E) THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (F) ANY REMINDER, ALERT, OR NOTIFICATION WILL BE DELIVERED, OR DELIVERED TIMELY; OR (G) ANY DATA RECORDED WILL BE PRESERVED WITHOUT LOSS OR CORRUPTION.

24.4 WITHOUT LIMITING SECTION 24.2, THE COMPANY DISCLAIMS ANY WARRANTY THAT THE APPLICATION IS SUITABLE FOR ANY PARTICULAR CHILD, THAT ANY STRATEGY DISPLAYED IS APPROPRIATE IN ANY PARTICULAR CIRCUMSTANCE, OR THAT USE OF THE APPLICATION WILL PRODUCE ANY CLINICAL OR BEHAVIORAL OUTCOME. ARTICLE 10 APPLIES.

24.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE APPLICATION, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

24.6 Certain jurisdictions do not permit the exclusion of implied warranties. To the extent such an exclusion is impermissible in Your jurisdiction, the exclusions in this Article 24 apply to the maximum extent permitted, and any implied warranty that cannot be excluded is limited in duration to the shortest period permitted by Applicable Law.

ARTICLE 25 — LIMITATION OF LIABILITY

25.1 EXCLUSION OF INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, OR ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE APPLICATION, WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

25.2 AGGREGATE CAP. THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION SHALL NOT EXCEED THE GREATER OF (A) THE AGGREGATE AMOUNT YOU PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS ($100).

25.2.1 The Application is provided free of charge, so limb (B) is the operative cap in practice. Section 25.3 is unaffected by it.

25.3 CARVE-OUT. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

25.4 Jurisdictional limitation. Certain jurisdictions do not permit the exclusion or limitation of incidental or consequential damages. To the extent such a limitation is impermissible in Your jurisdiction, this Article 25 applies to the maximum extent permitted.

25.5 Basis of the bargain. The disclaimers in Article 24 and the limitations in this Article 25 are a fundamental basis of the bargain, form part of the consideration for the Company making the Application available at no charge, and apply notwithstanding the failure of any limited remedy of its essential purpose.

ARTICLE 26 — INDEMNIFICATION

26.1 Your indemnity

You shall indemnify, defend, and hold harmless the Company and its owners, members, managers, officers, employees, contractors, agents, successors, and permitted assigns from and against any and all Claims arising out of or relating to:

26.1.1 Your access to or use of the Application;

26.1.2 Your breach of this Agreement;

26.1.3 Your breach of any representation or warranty made at Article 4, including any representation as to Your authority in respect of a Child;

26.1.4 any User Submission;

26.1.5 Your violation of Applicable Law or of the rights of any Person, including Intellectual Property Rights and privacy rights; or

26.1.6 any dispute between You and another Caregiver, a Primary Caregiver, a Clinician, or any other Person concerning access to or the contents of a Child's record.

26.2 Conduct of the defense

The Company reserves the right, at Your expense, to assume the exclusive defense and control of any matter subject to indemnification under Section 26.1, and You shall cooperate, at Your expense, in that defense. You shall not settle any such matter in a manner imposing any obligation or admission upon the Company without the Company's prior written consent. The Company shall use reasonable efforts to notify You of a Claim upon becoming aware of it, provided that a failure to do so shall not relieve You of Your obligations except to the extent You are materially prejudiced thereby.

26.3 Consumer limitation

This Article 26 does not apply to the extent Applicable Law prohibits an indemnity of this kind by a consumer, and nothing in it requires You to indemnify the Company against liability arising from the Company's own negligence or wilful misconduct.

ARTICLE 27 — DISPUTE RESOLUTION

This Agreement does not require You to arbitrate, and does not waive Your right to participate in a class action. Disputes are resolved as set out in this Article.

27.1 Informal resolution as a condition precedent

Before commencing any proceeding, You shall notify the Company in writing at contact@getflourishbx.com, describing the dispute and the relief sought, and shall negotiate in good faith to resolve it informally for a period of not less than sixty (60) days. Compliance with this Section is a condition precedent to the commencement of any proceeding.

27.2 Governing law

This Agreement, and any dispute arising out of or relating to it or to the Application, whether sounding in contract, tort, statute, or otherwise, shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles, together with applicable federal law of the United States.

27.2.1 The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are expressly excluded.

27.2.2 Nothing in this Section deprives You of the protection of a mandatory consumer protection or consumer privacy law of Your State of residence.

27.3 Venue and personal jurisdiction

Subject to Sections 27.1 and 27.5, any proceeding shall be commenced and maintained exclusively in the state or federal courts situated in Mecklenburg County, North Carolina. Each party irrevocably consents to the personal jurisdiction of, and venue in, such courts, and waives any objection based upon lack of personal jurisdiction, improper venue, or forum non conveniens.

27.4 Contractual limitations period

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, FAILING WHICH IT IS PERMANENTLY BARRED.

27.5 Small claims preserved

Either party may bring an individual action in a small claims court of competent jurisdiction, and Section 27.3 does not require such an action to be brought in North Carolina.

27.6 Equitable relief preserved

Nothing in this Article prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction in respect of the infringement, misappropriation, or misuse of Intellectual Property Rights or the breach of any confidentiality obligation.

27.7 Rights not waived

Nothing in this Article limits Your right to lodge a complaint with a governmental authority, including the United States Department of Health and Human Services Office for Civil Rights, the Federal Trade Commission, the California Privacy Protection Agency, or the Attorney General of Your State.

ARTICLE 28 — SUSPENSION AND TERMINATION

28.1 Term

This Agreement takes effect upon Your first acceptance under Article 1 and remains in force for so long as You hold an Account or access the Application, and thereafter as to those Articles surviving under Section 28.7.

28.2 Termination by You

You may terminate this Agreement at any time by ceasing to use the Application and closing Your Account. See Section 28.5.

28.3 Suspension and termination by the Company

The Company may suspend or terminate Your Account and this Agreement, with or without notice, where:

28.3.1 You have breached, or the Company reasonably suspects You have breached, this Agreement, and in particular Article 4, Section 8.2, or Article 15;

28.3.2 suspension is reasonably necessary to protect the Application, another user, or a Child;

28.3.3 the Company is required to do so by Applicable Law or by lawful demand; or

28.3.4 the Company ceases to make the Application available, subject to Section 23.1.

28.3.5 Where the Company terminates otherwise than for cause, it shall give reasonable notice and a reasonable opportunity to obtain a copy of Your information.

28.4 Removal of access is distinct from termination

Revocation of Your access in respect of a Child under Article 9 is not a termination of this Agreement and does not close Your Account.

28.5 What closing Your Account does

28.5.1 Closing Your Account ends Your access to the Application and to every Child's record.

28.5.2 It does not delete Behavior Logs You have contributed to a Clinical Record, for the reasons stated at Section 13.2.

28.5.3 What closing Your Account does, precisely. On closure the Company:

(a) ends Your access immediately, so that You can no longer sign in or reach any Child's record;

(b) erases Your name and Your stated relationship to a Child from Your profile;

(c) severs the link between Your Account and every Child's record; and

(d) marks the profile closed, with the date.

28.5.3.1 Your sign-in record is retained. The electronic mail address and password credential by which You signed in are not removed by this control. They are retained so that the closure cannot be silently reversed and so that a subsequent sign-in attempt can be refused and recorded.

28.5.3.2 Behavior Logs are not deleted by this control, as Section 28.5.2 states.

28.5.3.3 To have the retained sign-in record erased, write to contact@getflourishbx.com. The Company will act on the request in accordance with the Privacy Policy and applicable law.

28.5.4 The Company retains a minimal record that a closure was requested and effected, as described in the Privacy Policy.

28.6 Effect of termination

Upon termination the licence at Section 6.1 terminates, You shall delete the Application from each Device, and the Company may delete or de-identify Your Account Information, subject to Section 28.5.2, to any legal hold, and to the Privacy Policy.

28.7 Survival

Articles 2, 3, 12 (as to Sections 12.1, 12.2 and 12.6), 13, 20, 24, 25, 26, 27, 28 and 31 survive termination, together with any provision which by its nature is intended to survive.

ARTICLE 29 — ELECTRONIC COMMUNICATIONS, SIGNATURES, AND RECORDS

You consent to receive communications from the Company electronically, whether by electronic mail to the address associated with Your Account or by notice within the Application, and You agree that such communications satisfy any legal requirement that a communication be in writing.

29.2 Electronic signatures and records

You consent to the use of electronic records and electronic signatures under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., and under the North Carolina Uniform Electronic Transactions Act, N.C. Gen. Stat. §§ 66-311 et seq.

29.3 Hardware and software requirements

To retain electronic records You require a Device capable of receiving electronic mail and of displaying documents in a standard format. You may request a paper copy of this Agreement, without charge, at contact@getflourishbx.com.

You may withdraw Your consent to electronic communications by writing to contact@getflourishbx.com, in which case the Company may close Your Account, the Application being deliverable only by electronic means.

29.5 Keep Your address current

You shall maintain a current electronic mail address on Your Account. A notice transmitted to the address on Your Account is effective when sent.

29.6 Marketing electronic mail

Any commercial electronic mail message sent by the Company shall include a functioning means of opting out, as required by 15 U.S.C. § 7704(a)(3)–(a)(5). An administrative or transactional message concerning Your Account is not a commercial message and continues notwithstanding an opt-out.

ARTICLE 30 — CALIFORNIA RESIDENTS

Pursuant to California Civil Code § 1789.3, California residents are advised that if a complaint with the Company is not resolved to their satisfaction, they may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

30.1 The Application is furnished free of charge, and no price is therefore required to be disclosed under that Section.

ARTICLE 31 — GENERAL PROVISIONS

31.1 Entire agreement. This Agreement, together with the Applicable Privacy Policy and any Supplemental Terms, constitutes the entire agreement between the parties with respect to the Application and supersedes all prior and contemporaneous negotiations, understandings, representations, and agreements, whether oral or written, on that subject. You acknowledge that You are not relying upon any representation, promise, or inducement not expressly set forth in this Agreement. Nothing in this Section excludes liability for fraudulent misrepresentation.

31.2 Severability. If any provision is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable or, if incapable of such modification, severed. The remaining provisions continue in full force, and a determination of invalidity in one jurisdiction shall not affect validity in any other.

31.3 No waiver. No failure or delay by the Company in exercising any right operates as a waiver of it, and no single or partial exercise precludes any further exercise. No waiver is effective unless made in writing, and a waiver on one occasion waives neither that provision on any other occasion nor any other provision.

31.4 Assignment. You shall not assign, transfer, delegate, or sublicense this Agreement or any right or obligation under it, by operation of law or otherwise, and any purported assignment is void. The Company may assign this Agreement freely, including in connection with a merger, acquisition, financing, reorganization, or sale of assets, provided that an assignee shall assume both Privacy Policies as to information already collected.

31.5 No third-party beneficiaries. This Agreement confers no right, benefit, or remedy upon any Person other than the parties, save that (a) the Persons described at Section 26.1 are intended beneficiaries of Articles 24, 25 and 26; (b) each Platform Provider is an intended beneficiary of Article 21; and (c) the Child is an intended beneficiary of Articles 10, 11 and 12 and may enforce them through a personal representative.

31.6 Relationship of the parties. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

31.7 Force majeure. The Company shall not be liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, fire, flood, war, terrorism, civil unrest, epidemic or pandemic, labor dispute, failure of a utility, telecommunications, or hosting service, act of government, or failure of a Platform Provider.

31.8 Void where prohibited. Use of the Application is void where prohibited by Applicable Law.

31.9 Interpretation. Article 3 governs the construction of this Agreement. You waive any defense based upon the electronic form of this Agreement or upon the absence of a handwritten signature.

31.10 Notices.

31.10.1 Notice to You. The Company may give notice by in-application message, by posting within the Application, or by electronic mail to the address on Your Account. Such notice is effective when posted or sent.

31.10.2 Notice to the Company. Legal notice must be given in writing at the address stated in Article 32, which is the exclusive means of giving such notice. Notice by any other means, including electronic mail to a general or support address, is ineffective as legal notice.

31.11 Cumulative remedies. The rights and remedies in this Agreement are cumulative and in addition to any other right or remedy available at law or in equity.

31.12 Order of precedence. In the event of an irreconcilable conflict, the following order of precedence applies, from highest to lowest:

31.12.1 any mandatory requirement of Applicable Law;

31.12.2 an open source licence, as to the component it governs (Section 20.4);

31.12.3 the terms of a Platform Provider, as to the matters in Article 21 (Section 21.9);

31.12.4 Supplemental Terms, as to the feature they govern (Section 1.5);

31.12.5 the Applicable Privacy Policy, as to a matter of privacy (Section 5.2);

31.12.6 Articles 1 through 33 of this Agreement; and

31.12.7 the non-binding Summary appearing above Article 1.

31.13 Language. This Agreement is drafted in the English language. Any translation is furnished for convenience only, and the English-language text governs, save where a law applicable to You provides otherwise.

31.14 Counterparts and electronic assent. Acceptance given by a mechanism described at Section 1.2 or 1.3 has the same force and effect as a signed original.

31.15 No legal or clinical advice. Nothing in this Agreement constitutes legal or clinical advice.

ARTICLE 32 — NOTICES AND CONTACT

FlourishBx LLC d/b/a FlourishBx Attention: Legal

Purpose Address
Legal notice contact@getflourishbx.com
Privacy requests contact@getflourishbx.com
Security reports contact@getflourishbx.com
Support contact@getflourishbx.com

ARTICLE 33 — AMENDMENT

33.1 Right to amend

The Company may amend this Agreement from time to time. The "Last Updated" date at the head of this Agreement indicates the date of the most recent amendment, and the version number changes with it.

33.2 Material amendments

An amendment is material where it introduces a charge payable by You, materially reduces a right conferred on You, materially expands Your obligations or Your indemnity, alters Article 25 or Article 27, or would render the exclusions in either Privacy Policy untrue.

33.2.1 In respect of a material amendment the Company shall give notice within the Application and by electronic mail to the address on Your Account, not less than thirty (30) days before it takes effect, save where a shorter period is required by Applicable Law or is necessary to address a security risk.

33.3 Acceptance by continued use

Your continued use of the Application after a material amendment takes effect constitutes acceptance of it. If You do not accept it, You must close Your Account, and the Company shall afford You a reasonable opportunity to obtain a copy of Your information before doing so.

33.4 No retroactive application

The Company shall not apply materially different terms retroactively to any dispute that arose before the amendment took effect.

33.5 Prior versions

A prior version of this Agreement is available upon request to contact@getflourishbx.com, and the Company retains prior versions for six (6) years.