These Terms of Use (“Terms”) govern access to and use of the corporate website of Kayros Technologies, LLC (“Kayros,” “we,” “us,” or “our”), Kayros Assist, client administrative portals, patient-facing portals, appointment scheduling tools, chatbots, artificial intelligence voice services, SMS and WhatsApp communications, secure messaging tools, and related features and services (collectively, the “Services”).
“Client” means an organization that has entered into an agreement with Kayros to use the Services. “Authorized User” means an individual authorized by a Client to access or administer the Services. “End User” means a patient, authorized patient representative, website visitor, prospective Client, or other individual who interacts with the Services.
These Terms apply to all users of the Services. Certain Services may be available only through or on behalf of a Client. If you access or use the Services on behalf of an organization, you represent that you are authorized to do so.
If a Client’s use of the Services is governed by a Master Service Agreement or another written agreement with Kayros, that agreement will govern the Client’s use of the Services. In the event of a conflict between these Terms and the applicable written agreement, the written agreement will control with respect to that Client.
Description of Services
Kayros Assist is a proprietary cloud-based application software designed to facilitate administrative communications, such as appointment scheduling, appointment reminders, confirmations, cancellations, rescheduling, and the management of notifications by the service providers that use our Services (“Clients”).
Your Responsibilities as a User
You are responsible for activity conducted through your account. Login credentials are personal to the Authorized User to whom they are assigned, must be maintained as confidential, and must not be shared with another person. You must promptly notify Kayros or the applicable Client if you suspect unauthorized access to your account. Kayros may take legal action and implement appropriate technological measures to prevent violations of these Terms.
You may use the Services only for lawful and authorized purposes. You may not attempt to gain unauthorized access to the Services, user accounts, information systems, or networks, or use the Services for illegal or fraudulent purposes.
Use Restrictions
You acknowledge that the Services and any underlying technology or software used in connection with the Services contain proprietary information owned by Kayros, including, without limitation, files, documents, code, algorithms, text, photographs, images, audio, video, and any materials accessed or made available for use or download through the Services.
Subject to these Terms and any applicable agreement between Kayros and a Client, Kayros grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services solely:
- For the authorized business purposes of the applicable Client, if you are an Authorized User; or
- For your personal interaction with the applicable Client, if you are an End User.
You may download, print, or store information only when authorized by the applicable Client, permitted by the functionality of the Services, and consistent with applicable law, Client policies, and these Terms. All rights in the Services not expressly granted to you are reserved by Kayros.
This section also applies to any other trademarks, logos, and authorized third-party content that may be made available through the Services. Such third-party content or services are subject to their own terms and conditions, and Kayros does not control or assume responsibility for them.
Healthcare Disclaimer and Emergencies
Kayros is a technology provider and is not a healthcare provider. Kayros does not practice medicine, dentistry, nursing, or any other healthcare profession, and use of the Services does not create a healthcare provider-patient relationship between you and Kayros.
The Services may support administrative communications, appointment management, secure messaging, and other functions configured by a Client. The Services do not provide medical diagnoses, treatment recommendations, prescriptions, or emergency services and are not a substitute for professional medical advice or the judgment of a qualified healthcare professional.
Your use of informational content available through the Services is at your own risk. Nothing made available through the Services constitutes the practice of medicine, dentistry, nursing, or another healthcare profession. Questions concerning medical care, symptoms, diagnoses, treatment, medications, or test results must be directed to the applicable healthcare provider.
Use of Artificial Intelligence
The Services may include features powered by artificial intelligence, speech recognition, natural language processing, virtual assistants, automated responses, call summaries, and related technologies (“AI Features”). AI Features may automate certain administrative workflows but do not make medical diagnoses, determine treatment, prescribe medication, or replace professional judgment.
You acknowledge that AI-generated outputs, transcripts, summaries, responses, and appointment information may contain errors, omissions, or delays. You should not rely on AI-generated output as the sole basis for a medical, legal, financial, or other professional decision.
Clients remain responsible for reviewing and supervising their use of AI Features. End Users should verify material appointment or healthcare information directly with the applicable Client when necessary.
Messages, Notifications, Reminders, and Your Consent
As part of the Services, you may receive certain information and notifications on your mobile device via text messages (SMS), web-based interfaces, or other communications delivered online or through mobile devices.
Messages and communications are transmitted through the Services on behalf of the applicable Client. The Client determines the business purpose, intended recipients, communication channels, and approved workflows for such communications. Kayros may provide standard templates, automated workflows, artificial intelligence features, routing functionality, and delivery technology used to generate, process, or transmit communications.
The Client remains responsible for ensuring that its communications, configurations, recipient lists, and use of the Services comply with applicable law, telecommunications requirements, platform rules, and Client policies.
Your service provider (“Client”) is solely responsible for obtaining all required consents and authorizations and for complying with all applicable laws and regulations, including without limitation laws relating to privacy, data protection, and electronic communications (including SMS/text messaging laws and regulations).
SMS and WhatsApp Conditions
Message frequency may vary based on your interactions with the applicable Client and the Services configured by that Client. Message and data rates may apply.
You are responsible for providing a valid telephone number that you are authorized to use and for notifying the applicable Client if the number changes or is reassigned.
Message delivery is subject to the availability and operation of telecommunications carriers, internet service providers, Twilio, Meta, WhatsApp, and other third-party networks. Kayros does not guarantee that a message will be delivered or received without delay.
Where supported, you may reply “STOP” to discontinue SMS messages and “HELP” for assistance. WhatsApp communications may be discontinued through the available opt-out mechanism or by contacting the applicable Client. Opting out may affect your ability to receive appointment reminders or administrative notifications through that channel.
Privacy
Our Privacy Policy explains how Kayros collects, uses, discloses, retains, and protects personal information in connection with the Services. The Privacy Policy is incorporated into these Terms by reference to the extent applicable.
For Client Data and Patient Information, Kayros generally acts as a service provider or processor on behalf of the applicable Client and processes such information in accordance with the Client’s instructions, the applicable agreement, and applicable law. The applicable Client remains responsible for providing required privacy notices, obtaining required consents or authorizations, honoring communication preferences, and complying with its obligations under applicable privacy and data protection laws.
Kayros may also process certain information for its own business purposes, including website operation, sales inquiries, billing, account administration, service security, fraud prevention, and legal compliance, as described in the Privacy Policy.
When Kayros processes Protected Health Information (“PHI”) on behalf of a Covered Entity or Business Associate, such processing is governed by the applicable Business Associate Agreement (“BAA”). In the event of a conflict between these Terms, the Privacy Policy, and the applicable BAA concerning PHI, the BAA will control.
Updates to the Privacy Policy will be handled as described in that policy.
User Content
You retain any ownership rights you may have in information, messages, documents, attachments, or other content you submit through the Services (“User Content”). You grant Kayros a limited right to host, process, transmit, reproduce, and otherwise use User Content solely as necessary to provide, secure, maintain, and support the Services and, only as permitted by the applicable agreement, Privacy Policy, any applicable BAA, and applicable law, to evaluate and improve the Services.
You represent that you are authorized to submit the User Content and that doing so does not violate applicable law or the rights of another person.
Feedback
You may have the opportunity to submit feedback, comments, suggestions, or other information regarding the Services (“Feedback”). Such Feedback may be shared with your service provider (“Client”) and used to improve the Services and user experience.
By submitting Feedback through the Services, you grant Kayros a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, worldwide license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, publicly perform, publicly display, and distribute such Feedback, and to incorporate such Feedback into the Services or other products or services, with the exception of any Protected Health Information (“PHI”) or other information subject to applicable privacy or data protection laws.
You represent and warrant that you have the right to submit such Feedback and to grant the foregoing license. Kayros shall have no obligation to use any Feedback and shall not be required to provide any compensation or attribution in connection with its use.
Client Services and Appointment Information
Healthcare, professional, and other services offered through or referenced by the Services are provided by the applicable Client, not by Kayros. Kayros is not responsible for the quality, availability, suitability, legality, or performance of services provided by a Client.
Appointment availability, provider schedules, office hours, locations, services, eligibility requirements, cancellations, and other information are established and controlled by the applicable Client. If appointment information displayed or communicated through the Services appears incorrect, you should contact the Client directly for verification.
Third-Party Services and Platforms
The Services may interoperate with or provide links to third-party products, platforms, telecommunications networks, mapping services, calendar services, Meta, WhatsApp, Twilio, Microsoft, and other providers. Third-party services are governed by their own terms, policies, availability, and technical requirements.
Kayros does not control third-party services and is not responsible for their independent acts, omissions, content, availability, or changes. Use of a third-party service may require you or the applicable Client to accept additional terms directly with that provider.
Appointment availability, provider schedules, office hours, locations, services, eligibility requirements, cancellations, and other information are established and controlled by the applicable Client. If appointment information displayed or communicated through the Services appears incorrect, you should contact the Client directly for verification.
Warranties and Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAYROS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
KAYROS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY RESULTS OR OUTPUT OBTAINED FROM THE USE OF THE SERVICES (INCLUDING ANY AUTOMATED OR AI-GENERATED OUTPUT) WILL BE ACCURATE, RELIABLE, COMPLETE, OR SUITABLE FOR ANY PURPOSE. KAYROS DOES NOT WARRANT THAT THE SERVICES, OR ANY INFORMATION, SYSTEMS, SOFTWARE, OR FUNCTIONS MADE AVAILABLE THROUGH THE SERVICES WILL BE FREE OF BUGS, VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
Kayros is a technology provider and does not provide medical, clinical, legal, financial, or other professional services. The applicable Client is responsible for the healthcare, professional, administrative, and other services it provides, including its appointment availability, schedules, locations, communications, and professional decisions. Kayros is not responsible for the acts or omissions of a Client or any other third party.
The Services may depend on telecommunications carriers, internet service providers, cloud providers, Meta, WhatsApp, Twilio, Microsoft, and other third-party networks, platforms, and services. Kayros does not control such third-party services and does not guarantee their uninterrupted availability or the transmission, delivery, accuracy, or timely receipt of communications.
If you access or use the Services on behalf of a Client that has entered into a Master Service Agreement or other written agreement with Kayros, the limitations and allocations of liability contained in that agreement will govern and control with respect to that Client.
Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law.
Indemnification
If you access or use the Services on behalf of a Client that has entered into a Master Service Agreement or other written agreement with Kayros, the indemnification obligations contained in that agreement will govern and control with respect to that Client.
To the extent permitted by applicable law, you agree to indemnify and hold harmless Kayros and its officers, directors, employees, contractors, agents, and affiliates from and against third-party claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys’ fees arising directly from:
- your unlawful, fraudulent, or willful misuse of the Services;
- information, messages, documents, attachments, or other content submitted by you without authorization or in violation of applicable law or another person’s rights; or
- your material violation of these Terms or your infringement of another person’s intellectual property, privacy, or other legal rights.
This indemnification obligation will not apply to the extent that a claim results from Kayros’s gross negligence, willful misconduct, or violation of applicable law.
Changes to Services and Additional Terms
Changes to Services
From time to time, we may add new features or functionalities to the Services, replace a service, or modify, suspend or discontinue any part of the Services. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuation of the Services or any part thereof.
Changes to the Terms
Kayros may update these Terms to reflect changes in the Services, legal or regulatory requirements, security practices, or business operations. The updated Terms will identify the date of the latest revision. Where required by law or reasonably appropriate for a material change, Kayros will provide additional notice before the change becomes effective.
Additional Terms
Certain features or components of the Services may be subject to additional terms, policies, guidelines, or rules. If you choose to access or use any such features, you agree to be bound by such additional terms, which are incorporated herein by reference.
Termination
This Section does not limit any termination, suspension, or access-control rights established in a Master Service Agreement or other written agreement between Kayros and a Client. If there is a conflict between this Section and the applicable written agreement, the written agreement will control with respect to that Client.
Kayros may, directly or at the request of the applicable Client, suspend, restrict, deactivate, or terminate your account or access to all or part of the Services if:
- you materially violate these Terms, applicable law, or any additional terms or policies expressly incorporated into these Terms;
- your use of the Services is fraudulent, unlawful, unauthorized, abusive, or reasonably presents a security, privacy, legal, compliance, or operational risk;
- Kayros or the applicable Client reasonably suspects that your account or login credentials have been compromised or used without authorization;
- suspension or termination is required or requested by the applicable Client, a telecommunications carrier, a platform or service provider, a governmental authority, or applicable law;
- the applicable Client revokes your authorization to use the Services, or the Client’s agreement with Kayros expires, is suspended, or terminates;
- the applicable Service, feature, account, or integration is discontinued; or
- your account remains inactive for an extended period, subject to any notice required by applicable law or the applicable written agreement.
Except when immediate action is reasonably necessary to protect the Services, personal information, Kayros, a Client, other users, or third parties, or to comply with applicable law or a binding request, Kayros will use commercially reasonable efforts to provide notice of the suspension or termination when reasonably practicable.
Upon termination of your access, your right to access and use the affected Services will immediately end. Suspension, deactivation, or termination of access does not automatically require the immediate deletion of information associated with the account. Information will be retained, returned, or deleted in accordance with the Privacy Policy, Data Deletion Instructions, Client instructions, the applicable written agreement, any applicable Business Associate Agreement, and applicable law.
Any liability arising from a suspension, deactivation, or termination undertaken in accordance with these Terms is subject to the Limitation of Liability provisions contained in these Terms and, where applicable, the governing written agreement between Kayros and the Client.
General Provisions
Consent and Electronic Signature
Your affirmative act of accessing or using the Services constitutes your express consent and your electronic signature accepting these Terms of Use, including our Privacy Policy and any other documents incorporated herein by reference.
Statute of Limitations
To the maximum extent permitted by law, you agree that any claim or action arising out of or related to these Terms of Use or the use of the Services must be brought within one (1) year from the date the cause of action arises. Otherwise, such claim shall be permanently barred.
Governing Law; Waiver of Class Actions
These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico, without regard to conflict of laws principles.
To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the use of the Services must be brought solely in your individual capacity and not as part of any class action, class arbitration, or consolidated proceeding. You expressly waive any right to participate as a representative or member of any class in any claim against Kayros.
Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of the Commonwealth of Puerto Rico.
Force Majeure
Kayros shall not be responsible for any failure or delay in the performance of its obligations caused by events or circumstances beyond its reasonable control, including, without limitation: acts of God, war, terrorism, civil disturbances, pandemics, failures of public or telecommunications networks, power outages, hurricanes, earthquakes, floods, fires, strikes, cyberattacks, denial-of-service attacks (DDoS), ransomware, malicious third-party intrusions, failures of infrastructure providers, or other similar events or disasters, provided that such events are not caused by Kayros’s gross negligence or willful misconduct.
Minors
The Services are not intended for direct use by children under thirteen (13) years of age. Any interaction involving a child under thirteen (13) must be conducted through the child’s parent, legal guardian, other authorized representative, or the applicable Client acting within the scope of its services.
By accessing or using the Services on behalf of a minor, you represent and warrant that you are authorized to act on the minor’s behalf. Failure to comply with this provision may result in suspension or termination of access to the Services.
Severability
The provisions of these Terms are severable. If any provision is determined to be invalid or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and such determination shall not affect the validity and enforceability of the remaining provisions.
Survival
Those provisions which by their nature should survive termination or suspension shall remain in full force and effect after such termination or suspension.
Contact
If you have questions about these Terms of Use, you may contact us at:
Kayros Technologies, LLC
Email: compliance@kayrostech.com
Mail: PMB 238, 1353 RD 19, Guaynabo, PR 00966
Website: https://kayrostech.com
