Terms of Service

1. Agreement

These Terms of Service (the “Terms”) form a binding agreement between Adelo Health, LLC (“Adelo”, “we”, “us”) and the person or organization accepting them (“you”). By creating an account, joining a Unit, or using the Adelo platform (the “Service”), you agree to these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind it.

Where an organization has entered into a signed Master Services Agreement with Adelo, that agreement governs and controls over these Terms to the extent of any conflict.

2. Definitions

“Unit” means a team workspace within the Service, identified by an invite code, provisioned and administered by a Customer. “Customer” means the organization that provisions and controls a Unit. “Individual User” means a natural person who accesses the Service. “Personal Account” means an Individual User’s own account and the data associated with it independently of any Unit. “Unit Data” means data submitted to, or generated within, a Unit. “AI Features” means Beam, Keeper, the AI Balancer and any successor feature that generates content. “Output” means content generated by an AI Feature.

3. Two distinct relationships

Adelo has a direct relationship with each Individual User, and a separate relationship with the Customer that controls a Unit. An Individual User may use the Service without charge, and the Personal Account belongs to that person.

When an Individual User joins a Unit: (a) their activity within the Unit becomes Unit Data controlled by the Customer; (b) the Customer’s authorized administrators may view that person’s schedule, worked hours, time punches, attendance standing, credential status and training status within that Unit, according to the Customer’s role configuration; (c) Adelo processes that data on the Customer’s instructions; and (d) the Individual User’s Personal Account remains their own, survives departure from the Unit, and is not deleted at the Customer’s instruction.

4. Accounts, access and security

Access to a Unit is provisioned by the Customer by invite code and administrator approval. You are responsible for the confidentiality of your credentials, including any kiosk PIN issued to you, and for activity under your account. Notify us promptly at security@getadelo.com of any suspected compromise.

We may suspend access where reasonably necessary to protect the Service or its users, to comply with law, or for non-payment following notice, and will restore it promptly once the cause is resolved.

5. Acceptable use

You will not: access or attempt to access data outside the scope of your role, or circumvent role-based access controls or Unit isolation; submit Protected Health Information, in breach of Section 6; upload malicious code or interfere with the integrity or availability of the Service; reverse engineer the Service except where that restriction is unenforceable by law; scrape, resell or sublicense the Service; use the Service to harass, defame or unlawfully discriminate; or use the Service in violation of law or of any collective bargaining agreement to which the Customer is subject.

6. No Protected Health Information

The Service is not scoped for Protected Health Information (“PHI”) as defined at 45 C.F.R. § 160.103. You will not submit, upload or otherwise introduce PHI into the Service.

Adelo does not offer PHI-enabled workflows and does not enter into Business Associate Agreements in respect of the Service as described in these Terms. Customer is responsible for configuring its use, and instructing its personnel, so that PHI is not introduced. If PHI is introduced contrary to this Section, the party becoming aware will notify the other without undue delay, and Adelo may remove or quarantine the affected data.

7. Adelo is not an employer and does not provide professional advice

Adelo provides software. Adelo is not the employer, joint employer, co-employer or staffing agency of any Individual User, and does not direct, supervise or control any person’s work, schedule, discipline, compensation or terms of employment. Decisions regarding hiring, scheduling, assignment, overtime, discipline, leave, compensation and termination are made solely by the Customer.

The Service, including any Output, does not constitute legal, human-resources, clinical, medical, accounting, tax or regulatory-compliance advice and must not be relied on as such.

8. Pay-affecting calculations

Where enabled, the Service records time punches and computes worked hours, regular and overtime hours under the overtime rule the Customer selects (including weekly over forty hours under the Fair Labor Standards Act, the hospital 8/80 election under 29 U.S.C. § 207(j), or a daily rule), meal-period deductions, differentials and per-period timesheets, and can export them.

The Customer is solely responsible for selecting the overtime rule appropriate to its workforce; for reviewing and verifying computed hours before they are used for any pay purpose; for compliance with the Fair Labor Standards Act, applicable state and local wage-and-hour law and any collective bargaining agreement; and for retaining records as required by law.

ADELO DOES NOT WARRANT THAT ANY HOURS CALCULATION, OVERTIME DETERMINATION, DIFFERENTIAL, TIMESHEET OR EXPORT SATISFIES THE CUSTOMER’S LEGAL OBLIGATIONS. SUCH OUTPUTS ARE CALCULATIONS PERFORMED ON DATA AND SETTINGS SUPPLIED BY THE CUSTOMER AND MUST BE VERIFIED BEFORE USE.

9. Time capture and location data

Where the unit kiosk is enabled, personnel punch using an employee identifier and a numeric PIN. PINs are stored hashed and are not retrievable by Adelo or by the Customer.

Where geofenced punching is enabled, the Service collects the device’s approximate geolocation at the moment a punch is submitted, solely to evaluate whether the punch occurred within the worksite radius the Customer configures. The Service does not track location continuously or between punches.

The Customer is solely responsible for providing any notice to, and obtaining any consent from, its personnel required by law or by any collective bargaining agreement in connection with electronic monitoring and the collection of location data, and will not enable geofenced punching before doing so. The Service does not collect biometric identifiers or biometric information.

10. Attendance records

Where enabled, the Service records attendance events, accrues points according to thresholds the Customer configures, and displays escalation levels derived from those thresholds, showing the same standing to the individual and to authorized administrators.

The Service does not determine whether an absence is excused, protected or disciplinable, does not classify leave, and does not make or recommend any disciplinary decision. The Customer is solely responsible for classifying absences and for compliance with the Family and Medical Leave Act, the Americans with Disabilities Act, applicable state leave and accommodation law, and any collective bargaining agreement — including ensuring that leave protected by law does not accrue attendance points.

11. Workforce data

Where you provide data about your personnel, you represent that you have the authority and a valid legal basis to provide it and to authorize our processing of it, and that you have given all notices and obtained all consents required by law or by any collective bargaining agreement.

You will not submit special or sensitive categories of data beyond what is strictly necessary for credential and fitness-for-duty tracking, and will not submit Social Security numbers, government identification numbers, financial account details (except as strictly required by the payroll add-on), immigration status, or health information.

You are responsible for the accuracy of Unit Data, for responding to access and correction requests from your personnel, and for determining retention. On termination of an individual’s employment you determine the treatment of that individual’s Unit Data; their Personal Account, including their own license, credential and continuing-education records, remains theirs.

12. AI Features

Beam answers natural-language questions from a Unit’s governed metrics and produces charts, narratives and suggested action plans. Keeper drafts policy and audit-template text with formatted references. The AI Balancer proposes a balanced schedule from the roster, coverage targets and rules the Customer configures.

All Output is a draft for human review. You will ensure a qualified person reviews, edits as necessary, and approves any Output before it is published, adopted, relied on, or used to inform any decision affecting a person’s employment, schedule, pay or patient care. Adelo does not publish, adopt or act on Output automatically.

Output is not clinical, legal, human-resources or compliance advice. Any Keeper draft, including any reference or citation it contains, must be verified by a licensed professional competent in the subject matter before adoption. Output may be inaccurate, incomplete, outdated or inapplicable to your setting, and references may be misattributed.

As between the parties you own Output generated for your Unit, subject to our rights in the Service. We do not represent that Output is unique. We do not use Unit Data to train any third-party foundation model.

The AI Features are decision support. You will not use them to make a legally significant decision about an individual without meaningful human review, and are responsible for compliance with any law governing artificial intelligence or automated decision-making in employment. The AI Features depend on third-party model providers, may change or be withdrawn, and are excluded from any service level commitment.

13. Your data; ownership and permitted use

As between the parties, the Customer owns Unit Data and Individual Users own their Personal Account data. You grant Adelo a limited, non-exclusive license to host, copy, transmit, display and process that data solely as necessary to provide, secure and support the Service.

We may create de-identified, aggregated data that does not identify any Customer, Unit or person, and use it to operate and improve the Service and produce aggregate benchmarks. We will not attempt to re-identify it. We do not sell Unit Data or Personal Account data.

If you provide suggestions or feedback, we may use them without restriction or obligation.

14. Fees

Individual accounts are free. Premium is charged per active staff member per month, subject to a monthly minimum, at the rates displayed at the time of purchase. The payroll add-on is charged separately. Fees are exclusive of taxes, which you are responsible for other than taxes on our income, and are non-refundable except as required by law. We may change rates on at least thirty days’ notice, effective at the start of your next renewal term.

15. Third-party services and payroll

Payroll processing, including money movement, tax calculation, payment and filing, is provided by a third-party payroll provider under that provider’s own terms, which you must accept separately. Adelo is not a payroll provider, is not a money transmitter, and does not hold customer funds. We do not warrant and are not liable for the acts or omissions of any third-party provider.

16. Availability

We will use commercially reasonable efforts to make the Service available. No service level commitment applies under these Terms; service levels, where offered, are agreed in a Master Services Agreement. We may modify, suspend or discontinue parts of the Service, and will give reasonable advance notice where a change materially reduces core functionality of a paid plan.

17. Warranties and disclaimer

Each party represents that it has the authority to enter into these Terms. Adelo warrants that it will provide the Service with reasonable skill and care.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE, INCLUDING ALL OUTPUT, IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADELO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OUTPUT, CALCULATION OR RECOMMENDATION WILL BE ACCURATE, COMPLETE, CURRENT OR FIT FOR ANY PURPOSE.

18. Indemnification

You will defend, indemnify and hold harmless Adelo against any third-party claim arising from your breach of Sections 5, 6, 8, 9, 10 or 11; from Unit Data, including any claim that our processing of it on your instructions infringed a right or violated a law; from any employment decision you make; or from your use of Output in breach of Section 12.

Adelo will defend, indemnify and hold harmless a paying Customer against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright or trade secret. This does not extend to claims arising from Unit Data, Output, your modifications, or combination with anything not supplied by us.

The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID OR PAYABLE BY THE CUSTOMER TO ADELO IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (b) ONE HUNDRED U.S. DOLLARS. FOR AN INDIVIDUAL USER ON A FREE ACCOUNT, ADELO’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.

These limits do not apply to either party’s indemnification obligations, to the Customer’s obligation to pay fees, to liability for gross negligence, willful misconduct or fraud, or to any liability that cannot be limited by law. The parties acknowledge that these limitations are an essential basis of the bargain and are reflected in the fees.

20. Confidentiality

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers with a need to know who are bound by comparable obligations. This does not apply to information that is or becomes public without breach, was known without duty of confidence, is independently developed, or is rightfully received from a third party. A party may disclose where required by law, giving reasonable prior notice where lawful.

21. Term and termination

These Terms apply from first use until terminated. Either party may terminate for material breach on thirty days’ written notice if the breach is not cured within that period; we may terminate a free account on thirty days’ notice.

On termination your right to use the Service ends. The Customer may export Unit Data for thirty days following termination, after which we may delete it in the ordinary course. Individual Users’ Personal Accounts are unaffected. Sections 6, 7, 8, 13, 17, 18, 19, 20 and 22 survive.

22. General

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules, and the state and federal courts located in Texas have exclusive jurisdiction.

We may amend these Terms on notice. Material changes take effect at the start of the next renewal term for paying Customers, and thirty days after notice for free accounts. Continued use after effectiveness is acceptance.

Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all assets, on notice. If any provision is held unenforceable, the remainder continues in effect. A failure to enforce is not a waiver. There are no third-party beneficiaries. Neither party is liable for delay caused by events beyond its reasonable control. The parties are independent contractors.

These Terms, together with any Master Services Agreement, Order Form and Data Processing Addendum, are the entire agreement on their subject matter. Order of precedence: Order Form, then Master Services Agreement, then Data Processing Addendum, then these Terms.

23. Contact

Questions about these Terms may be directed to hello@getadelo.com. Security matters may be directed to security@getadelo.com.